##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10Q



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(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 030777



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PACIFIC MERCANTILE BANCORP

(Exact name of Registrant as specified in its charter)



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|                                                              |  |                                       
|------------------------------------------------------------- |  | --------------------------------------
|California                                                    |  | 330898238                            
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number)
|                                                              | 
|949 South Coast Drive, Suite 300, Costa Mesa, California      |  | 92626                                 
|(Address of principal executive offices)                      |  | (Zip Code)                            

(714) 4382500

(Registrants telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed, since last year)



---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and
(2) has been subject to such filing requirements for the past 90 days.  Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.)

(Check one):

Large accelerated filer ̈Accelerated filer  x                    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes ̈No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number
of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

10,293,764 shares of Common
Stock as of August 4, 2006



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##### Table of Contents

PACIFIC MERCANTILE BANCORP

QUARTERLY REPORT ON FORM 10Q

FOR

THE QUARTER ENDED JUNE 30, 2006

TABLE OF CONTENTS



|                                                                                                          |  |                                                                                                 |  |         
|--------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | --------
|                                                                                                          |  |                                                                                                 |  | Page No.
|Part I                                                                                                    |  | Financial Information                                                                           |  |         
|                                                                                                          |  |                                                                                                
|Item 1.                                                                                                   |  | Financial Statements                                                                            |  | 1       
|                                                                                                          |  |                                                                                                
|                                                                                                          |  | Consolidated Statements of Financial Condition at June 30, 2006 and December 31, 2005           |  | 1       
|                                                                                                          |  |                                                                                                
|                                                                                                          |  | Consolidated Statements of Income for the Three and Six Months ended June 30, 2006              |  | 2       
|                                                                                                          |  |                                                                                                
|                                                                                                          |  | Consolidated Statement of Comprehensive Income for the Three and Six Months ended June 30, 2006 |  | 3       
|                                                                                                          |  |                                                                                                
|                                                                                                          |  | Consolidated Statements of Cash Flows for the Three and Six Months ended June 30, 2006          |  | 4       
|                                                                                                          |  |                                                                                                
|                                                                                                          |  | Notes to Consolidated Financial Statements                                                      |  | 6       
|                                                                                                          |  |                                                                                                
|Item 2.                                                                                                   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 12      
|                                                                                                          |  |                                                                                                
|Item 3.                                                                                                   |  | Market Risk                                                                                     |  | 29      
|                                                                                                          |  |                                                                                                
|Item 4.                                                                                                   |  | Controls and Procedures                                                                         |  | 29      
|                                                                                                          |  |                                                                                                
|Part II.                                                                                                  |  |                                                                                                 |  |         
|                                                                                                          |  |                                                                                                
|Item 1A                                                                                                   |  | Risk Factors                                                                                    |  | 30      
|                                                                                                          |  |                                                                                                
|Item 4.                                                                                                   |  | Submission of Matters to a Vote of Security Holders                                             |  | 30      
|                                                                                                          |  |                                                                                                
|Item 6.                                                                                                   |  | Exhibits                                                                                        |  | 30      
|                                                                                                          | 
|Signatures                                                                                                |  | S1                                                                                            
|                                                                                                          | 
|Exhibit Index                                                                                             |  | E1                                                                                            
|                                                                                                          | 
|Exhibit 31.1 Certification of Chief Executive Officer under Section 302 of the SarbanesOxley Act of
2002 |  |                                                                                                
|                                                                                                          | 
|Exhibit 31.2 Certification of Chief Financial Officer under Section 302 of the SarbanesOxley Act of
2002 |  |                                                                                                
|                                                                                                          | 
|Exhibit 32.1 Certification of Chief Executive Officer under Section 906 of the SarbanesOxley Act of
2002 |  |                                                                                                
|                                                                                                          | 
|Exhibit 32.2 Certification of Chief Financial Officer under Section 906 of the SarbanesOxley Act of
2002 |  |                                                                                                



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##### Table of Contents

PART I.  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands)

(Unaudited)



|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                       |  | June 30,2006 |           |   | December 31,2005 |  
|ASSETS                                                                                                                                                                 |  |              |           |   |                  |   |         |  
|Cash and due from banks                                                                                                                                                |  | $            | 18,421    |   |                  | $ | 23,422  |  
|Federal funds sold                                                                                                                                                     |  |              | 12,400    |   |                  |   | 11,400  |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                              |  |              | 30,821    |   |                  |   | 34,822  |  
|Interest-bearing deposits with financial institutions                                                                                                                  |  |              | 299       |   |                  |   | 441     |  
|Federal Reserve Bank and Federal Home Loan Bank Stock, at cost                                                                                                         |  |              | 15,118    |   |                  |   | 13,349  |  
|Securities available for sale, at fair value                                                                                                                           |  |              | 235,331   |   |                  |   | 265,556 |  
|Loans (net of allowances of $5,596 and $5,126, respectively)                                                                                                           |  |              | 708,389   |   |                  |   | 650,027 |  
|Investment in unconsolidated subsidiaries                                                                                                                              |  |              | 837       |   |                  |   | 837     |  
|Accrued interest receivable                                                                                                                                            |  |              | 4,317     |   |                  |   | 4,040   |  
|Premises and equipment, net                                                                                                                                            |  |              | 2,528     |   |                  |   | 2,570   |  
|Other assets                                                                                                                                                           |  |              | 12,953    |   |                  |   | 9,514   |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|Total assets                                                                                                                                                           |  | $            | 1,010,593 |   |                  | $ | 981,156 |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                   |  |              |           |   |                  |   |         |  
|Deposits:                                                                                                                                                              |  |              |           |   |                  |   |         |  
|Noninterest-bearing                                                                                                                                                    |  | $            | 210,427   |   |                  | $ | 200,688 |  
|Interest-bearing                                                                                                                                                       |  |              | 431,506   |   |                  |   | 379,661 |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|Total deposits                                                                                                                                                         |  |              | 641,933   |   |                  |   | 580,349 |  
|Borrowings                                                                                                                                                             |  |              | 253,671   |   |                  |   | 288,684 |  
|Accrued interest payable                                                                                                                                               |  |              | 2,486     |   |                  |   | 2,214   |  
|Other liabilities                                                                                                                                                      |  |              | 3,757     |   |                  |   | 3,555   |  
|Junior subordinated debentures                                                                                                                                         |  |              | 27,837    |   |                  |   | 27,837  |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|Total liabilities                                                                                                                                                      |  |              | 929,684   |   |                  |   | 902,639 |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|Commitments and contingencies                                                                                                                                          |  |              |          |   |                  |   |        |  
|Shareholders equity:                                                                                                                                                  |  |              |           |   |                  |   |         |  
|Preferred stock, no par value, 2,000,000 shares authorized, none issued                                                                                                |  |              |          |   |                  |   |        |  
|Common stock, no par value, 20,000,000 shares authorized, 10,289,964 and 10,176,008 shares issued and outstanding at June 30, 2006 and
December 31, 2005, respectively |  |              | 68,481    |   |                  |   | 69,078  |  
|Retained earnings                                                                                                                                                      |  |              | 18,216    |   |                  |   | 13,144  |  
|Accumulated other comprehensive loss                                                                                                                                   |  |              | (5,788    | ) |                  |   | (3,705  | )
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|Total shareholders equity                                                                                                                                             |  |              | 80,909    |   |                  |   | 78,517  |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                                                             |  | $            | 1,010,593 |   |                  | $ | 981,156 |  
|                                                                                                                                                                       |  |              |           |   |                  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



1



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##### Table of Contents

Part I. Item 1. (continued)

PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except for per share data)

(Unaudited)



|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|-------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------ | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                         |  | Three Months EndedJune 30, |            |   | Six Months EndedJune 30, |  
|                                                         |  | 2006                       |            |   | 2005                     |   |            | 2006 |  |   | 2005       |  
|Interest income:                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Loans, including fees                                    |  | $                          | 12,587     |   |                          | $ | 8,180      |      |  | $ | 24,073     |   |  | $ | 15,737     |  
|Federal funds sold                                       |  |                            | 248        |   |                          |   | 292        |      |  |   | 356        |   |  |   | 648        |  
|Securities available for sale and stock                  |  |                            | 2,647      |   |                          |   | 2,240      |      |  |   | 5,447      |   |  |   | 4,063      |  
|Interest-bearing deposits with financial institutions    |  |                            | 201        |   |                          |   | 0          |      |  |   | 402        |   |  |   | 3          |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Total interest income                                    |  |                            | 15,683     |   |                          |   | 10,712     |      |  |   | 30,278     |   |  |   | 20,451     |  
|Interest expense:                                        |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Deposits                                                 |  |                            | 4,042      |   |                          |   | 2,247      |      |  |   | 7,312      |   |  |   | 4,223      |  
|Borrowings                                               |  |                            | 3,377      |   |                          |   | 1,595      |      |  |   | 6,543      |   |  |   | 3,045      |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Total interest expense                                   |  |                            | 7,419      |   |                          |   | 3,842      |      |  |   | 13,855     |   |  |   | 7,268      |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net interest income                                      |  |                            | 8,264      |   |                          |   | 6,870      |      |  |   | 16,423     |   |  |   | 13,183     |  
|Provision for loan losses                                |  |                            | 335        |   |                          |   | 230        |      |  |   | 560        |   |  |   | 350        |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net interest income after provision for loan losses      |  |                            | 7,929      |   |                          |   | 6,640      |      |  |   | 15,863     |   |  |   | 12,833     |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Noninterest income                                       |  |                            | 327        |   |                          |   | 337        |      |  |   | 605        |   |  |   | 581        |  
|Noninterest expense                                      |  |                            | 5,261      |   |                          |   | 4,263      |      |  |   | 10,357     |   |  |   | 8,187      |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Income before income taxes                               |  |                            | 2,995      |   |                          |   | 2,714      |      |  |   | 6,111      |   |  |   | 5,227      |  
|Income tax expense                                       |  |                            | 1,235      |   |                          |   | 1,112      |      |  |   | 2,475      |   |  |   | 2,152      |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Income from continuing operations                        |  |                            | 1,760      |   |                          |   | 1,602      |      |  |   | 3,636      |   |  |   | 3,075      |  
|(Loss) income from discontinued operations, net of taxes |  |                            | (73        | ) |                          |   | (226       | )    |  |   | (189       | ) |  |   | (471       | )
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net income                                               |  | $                          | 1,687      |   |                          | $ | 1,376      |      |  | $ | 3,447      |   |  | $ | 2,604      |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) per share basic:                       |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Income from continuing operations                        |  | $                          | 0.18       |   |                          | $ | 0.16       |      |  | $ | 0.36       |   |  | $ | 0.31       |  
|Income (loss) from discontinued operations               |  | $                          | (0.01      | ) |                          | $ | (0.02      | )    |  | $ | (0.02      | ) |  | $ | (0.05      | )
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net income                                               |  | $                          | 0.17       |   |                          | $ | 0.14       |      |  | $ | 0.34       |   |  | $ | 0.26       |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) per share diluted:                     |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Income from continuing operations                        |  | $                          | 0.17       |   |                          | $ | 0.15       |      |  | $ | 0.34       |   |  | $ | 0.28       |  
|Income (loss) from discontinued operations               |  | $                          | (0.01      | ) |                          | $ | (0.02      | )    |  | $ | (0.02      | ) |  | $ | (0.04      | )
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Net income                                               |  | $                          | 0.16       |   |                          | $ | 0.13       |      |  | $ | 0.32       |   |  | $ | 0.24       |  
|                                                         |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of shares:                       |  |                            |            |   |                          |   |            |      |  |   |            |   |  |   |            |  
|Basic                                                    |  |                            | 10,248,408 |   |                          |   | 10,162,511 |      |  |   | 10,226,763 |   |  |   | 10,136,463 |  
|Diluted                                                  |  |                            | 10,757,288 |   |                          |   | 10,529,150 |      |  |   | 10,751,344 |   |  |   | 10,548,663 |  

The accompanying notes are an integral part of these consolidated financial statements.



2



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##### Table of Contents

Part I. Item 1. (continued)

PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)



|                                                                              |  |                            |        |                          |      |   |       |  |   |        |   |  |   |       |  
|----------------------------------------------------------------------------- |  | -------------------------- | ------ | ------------------------ | ---- | - | ----- |  | - | ------ | - |  | - | ----- | -
|                                                                              |  | Three MonthsEnded June 30, |        | Six MonthsEnded June 30, |     
|                                                                              |  | 2006                       |        |                          | 2005 |   | 2006  |  |   | 2005   |  
|Net income                                                                    |  | $                          | 1,687  |                          |      | $ | 1,376 |  | $ | 3,447  |   |  | $ | 2,604 |  
|Other comprehensive loss, net of tax:                                         |  |                            |        |                          |      |   |       |  |   |        |   |  |   |       |  
|Change in unrealized loss on securities available for sale, net of tax effect |  |                            | (1,365 | )                        |      |   | 1,196 |  |   | (2,083 | ) |  |   | (11   | )
|                                                                              |  |                            |        |                          |      |   |       |  |   |        |   |  |   |       |  
|Total comprehensive income                                                    |  | $                          | 322    |                          |      | $ | 2,572 |  | $ | 1,364  |   |  | $ | 2,593 |  
|                                                                              |  |                            |        |                          |      |   |       |  |   |        |   |  |   |       |  

The accompanying notes are an integral part of these consolidated financial statements.



3



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##### Table of Contents

Part I. Item 1. (continued)

PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)



|                                                                                                                        |  |                          |         |   |      |   |          |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | -------- | -
|                                                                                                                        |  | Six Months EndedJune 30, |        
|                                                                                                                        |  | 2006                     |         |   | 2005 |  
|Cash Flows From Continuing Operating Activities:                                                                        |  |                          |         |   |      |   |          |  
|Income from continuing operations                                                                                       |  | $                        | 3,636   |   |      | $ | 2,785    |  
|Adjustments to reconcile net income to net cash provided by operating activities:                                       |  |                          |         |   |      |   |          |  
|Depreciation and amortization                                                                                           |  |                          | 339     |   |      |   | 555      |  
|Provision for loan losses                                                                                               |  |                          | 560     |   |      |   | 350      |  
|Net amortization of premium (discount) on securities                                                                    |  |                          | 248     |   |      |   | 679      |  
|Mark to market loss (gain) adjustment of equity securities                                                              |  |                          | 61      |   |      |   | (22      | )
|Net gain on sale of fixed assets                                                                                        |  |                          | (3      | ) |      |   | (15      | )
|Net increase in accrued interest receivable                                                                             |  |                          | (277    | ) |      |   | (758     | )
|Stock-based compensation expense                                                                                        |  |                          | 337     |   |      |   |         |  
|Net increase in other assets                                                                                            |  |                          | (3,078  | ) |      |   | (2       | )
|Net decrease in deferred taxes                                                                                          |  |                          | 1,034   |   |      |   | 246      |  
|Net increase in accrued interest payable                                                                                |  |                          | 272     |   |      |   | 402      |  
|Net increase in other liabilities                                                                                       |  |                          | 251     |   |      |   | 1,277    |  
|                                                                                                                        |  |                          |         |   |      |   |          |  
|Net cash provided by operating activities                                                                               |  |                          | 3,380   |   |      |   | 5,497    |  
|Cash Flows From Investing Activities:                                                                                   |  |                          |         |   |      |   |          |  
|Net decrease in interest-bearing deposits with financial institutions                                                   |  |                          |        |   |      |   | 210      |  
|Maturities of, proceeds from sales of and principal payments received for securities available for sale and other stock |  |                          | 26,125  |   |      |   | 27,640   |  
|Purchase of securities available for sale and other stock                                                               |  |                          | (1,638  | ) |      |   | (94,983  | )
|Proceeds from sale of subsidiary                                                                                        |  |                          | 134     |   |      |   |         |  
|Gain on sale of subsidiary                                                                                              |  |                          | (2      | ) |      |   |         |  
|Net increase in loans                                                                                                   |  |                          | (58,922 | ) |      |   | (66,573  | )
|Proceeds from sale of fixed assets                                                                                      |  |                          |        |   |      |   | 15       |  
|Purchases of premises and equipment                                                                                     |  |                          | (305    | ) |      |   | (342     | )
|                                                                                                                        |  |                          |         |   |      |   |          |  
|Net cash used in investing activities                                                                                   |  |                          | (34,608 | ) |      |   | (134,033 | )
|Cash Flows From Financing Activities:                                                                                   |  |                          |         |   |      |   |          |  
|Net increase in deposits                                                                                                |  |                          | 61,451  |   |      |   | 51,189   |  
|Proceeds from exercise of stock options                                                                                 |  |                          | 423     |   |      |   | 43       |  
|Tax benefits from exercise of stock options                                                                             |  |                          | 268     |   |      |   |         |  
|Net increase in equity  other                                                                                          |  |                          |        |   |      |   | 305      |  
|Net decrease in borrowings                                                                                              |  |                          | (35,013 | ) |      |   | 21,508   |  
|                                                                                                                        |  |                          |         |   |      |   |          |  
|Net cash provided by financing activities                                                                               |  |                          | 27,129  |   |      |   | 73,045   |  
|                                                                                                                        |  |                          |         |   |      |   |          |  
|Cash Flows used by continuing operations                                                                                |  |                          | (4,099  | ) |      |   | (55,491  | )

The accompanying notes are an integral part of these consolidated financial statements.



4



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##### Table of Contents

Part I. Item 1. (continued)

PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWScontinued

(Dollars in thousands)

(Unaudited)



|                                                                                     |  |                          |        |   |      |   |         |  
|------------------------------------------------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ------- | -
|                                                                                     |  | Six Months EndedJune 30, |       
|                                                                                     |  | 2006                     |        |   | 2005 |  
|Discontinued Operations:                                                             |  |                          |        |   |      |   |         |  
|Cash Flows From Operating Activities                                                 |  |                          |        |   |      |   |         |  
|(Loss) income from discontinued operations                                           |  |                          | (189   | ) |      |   | (471    | )
|Depreciation and Amortization                                                        |  |                          | 2      |   |      |   | 17      |  
|Net decrease in other assets                                                         |  |                          | 181    |   |      |   | (21     | )
|Net decrease in fixed assets                                                         |  |                          | 11     |   |      |   |        |  
|Net decrease in other liabilities                                                    |  |                          | (49    | ) |      |   | (7      | )
|Proceeds from sales of loans held for sale                                           |  |                          |       |   |      |   | 105,653 |  
|Originations and purchases of loans held for sale                                    |  |                          |       |   |      |   | (90,159 | )
|Net gains on sales of loans held for sale                                            |  |                          |       |   |      |   | (903    | )
|Mark to market (gain) loss adjustment of loans held for sale                         |  |                          |       |   |      |   | (14     | )
|                                                                                     |  |                          |        |   |      |   |         |  
|Net cash (used) provided by operating activities                                     |  |                          | (44    | ) |      |   | 14,095  |  
|Cash Flows From Investing Activities:                                                |  |                          |        |   |      |   |         |  
|Net decrease (increase) in interest-bearing deposits with financial institutions     |  |                          | 142    |   |      |   | (33     | )
|Purchases of premises and equipment                                                  |  |                          |       |   |      |   | (3      | )
|                                                                                     |  |                          |        |   |      |   |         |  
|Net cash flow used in investing activities                                           |  |                          | 142    |   |      |   | (36     | )
|                                                                                     |  |                          |        |   |      |   |         |  
|Cash Flows provided by discontinued operations                                       |  |                          | 98     |   |      |   | 14,059  |  
|Net increase in cash and cash equivalents                                            |  |                          | (4,001 | ) |      |   | (41,432 | )
|Cash and Cash Equivalents, beginning of period                                       |  |                          | 34,822 |   |      |   | 96,095  |  
|                                                                                     |  |                          |        |   |      |   |         |  
|Cash and Cash Equivalents, end of period                                             |  | $                        | 30,821 |   |      | $ | 54,663  |  
|                                                                                     |  |                          |        |   |      |   |         |  
|Supplementary Cash Flow Information:                                                 |  |                          |        |   |      |   |         |  
|Cash paid for interest on deposits and other borrowings                              |  | $                        | 13,595 |   |      | $ | 7,346   |  
|                                                                                     |  |                          |        |   |      |   |         |  
|Cash paid for income taxes                                                           |  | $                        | 3,000  |   |      | $ | 396     |  
|                                                                                     |  |                          |        |   |      |   |         |  
|Non-Cash Investing Activities:                                                       |  |                          |        |   |      |   |         |  
|Net increase in net unrealized losses on securities held for sale, net of income tax |  | $                        | (2,083 | ) |      | $ | (11     | )
|                                                                                     |  |                          |        |   |      |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

Part I. Item 1. (continued)

PACIFIC MERCANTILE BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)



|1. | Nature of Business
|-- | ------------------

Pacific Mercantile Bancorp
(PMBC) is a bank holding company which, through its wholly owned subsidiary, Pacific Mercantile Bank (the Bank) is engaged in the commercial banking business in Southern California. PMBC is registered as a one bank holding
company under the United States Bank Holding Company Act of 1956, as amended. The Bank is chartered by the California Department of Financial Institutions (the DFI) and is a member of the Federal Reserve Bank of San Francisco
(FRB). In addition, the deposit accounts of the Banks customers are insured by the Federal Deposit Insurance Corporation (FDIC) up to the maximum amount allowed by law. PMBC and the Bank, together, shall sometimes be
referred to in this report as the Company or as we, us or our.

Substantially all of our
operations are conducted and substantially all our assets are owned by the Bank, which accounts for substantially all of our consolidated revenues and expenses, and earnings. The Bank provides a full range of banking services to small and
medium-size businesses, professionals and the general public in Orange, Los Angeles, San Bernardino and San Diego Counties of California and is subject to competition from other financial institutions conducting operations in those same markets.

During 2002, we organized three business trusts, under the names Pacific Mercantile Capital Trust I, PMB Capital Trust I, and PMB
Statutory Trust III, respectively, to facilitate our issuance of an aggregate of $17 million principal amount of junior subordinated debentures, all with maturity dates in 2032. In October 2004, we organized PMB Capital Trust III to facilitate our
issuance of an additional $10 million principal amount of junior subordinated debentures, with a maturity date in 2034. In accordance with applicable accounting standards, the financial statements of these trusts are not included in the
Companys consolidated financial statements. See Note 2: Significant Accounting Policies  Principles of Consolidation below.



|2. | Significant Accounting Policies
|-- | -------------------------------

The accompanying
unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10Q and, therefore, do not include all footnotes that would be necessary for a fair presentation of financial position, results of
operations, changes in cash flows and comprehensive income (loss) in accordance with generally accepted accounting principles in the United States (GAAP). However, these interim financial statements reflect all adjustments (consisting of
normal recurring adjustments and accruals) which, in the opinion of our management, are necessary for a fair presentation of our results for the interim periods presented.

These unaudited consolidated financial statements have been prepared in accordance with a basis consistent with prior periods, and should be read in
conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2005 and the notes thereto included in our Annual Report on Form 10K for the fiscal year ended December 31, 2005, as filed with
the Securities and Exchange Commission under the Securities Exchange Act of 1934.

However, as described below under the subcaption
Discontinued Operations in this Note 2, in the second quarter of 2005, the Company decided to discontinue its wholesale mortgage lending business and completed its exit from that business at the end of 2005. Accordingly, the
results of operations of that business are presented as discontinued operations, separate from our financial statements for the three and six month periods ended June 30, 2005. In the second quarter of 2006, the Company sold one of its
subsidiaries, PMB Securities Corp., which was a securities broker/dealer engaged in the securities brokerage business. Therefore, the results of operations of that business are presented as discontinued operations, separate from the results of our
continuing operations in our financial statements for the three and six month periods ended June 30, 2005 and 2006.

Our consolidated
financial position at June 30, 2006, is not necessarily indicative of what our financial position will be as of the end of and our consolidated results of operations for the three and six month periods then ended and is not necessarily
indicative of the results of our operations that may be expected for, any other interim period during or for the full year ending December 31, 2006.



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Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets, liabilities, and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates that are particularly
susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the fair value of securities available for sale, and the valuation of deferred tax assets. Actual amounts or results could differ from
those estimates.

Principles of Consolidation

The consolidated financial statements for the three and six month periods ended June 30, 2006, include the accounts of PMBC and its wholly owned subsidiary, Pacific Mercantile Bank, and the accounts of PMB
Securities Corp., as discontinued operations, until the date of its sale in the second quarter of 2006. The consolidated financial statements for the three and six month periods ended June 30, 2005, include the accounts of PMBC, Pacific
Mercantile Bank and PMB Securities Corp. throughout those periods. All significant intercompany accounts and transactions have been eliminated in consolidation.

Nonperforming Loans and Other Assets

At June 30, 2006 and December 31, 2005, we had
$637,000 and $1.3 million, respectively, in nonaccrual and impaired loans, but we had no restructured loans and no loans that were past due as to principal for 90 days or more that were still accruing interest.

Stock-Based Employee Compensation Plans

In December 2004, Financial Accounting Standards Board (FASB) issued SFAS No. 123(R), Share-Based Payment, which requires entities that grant stock options or other equity compensation
awards to employees to recognize the fair value of those options and shares as compensation cost over their respective service (vesting) periods in their financial statements. SFAS No. 123(R) is effective beginning in the first quarter of
fiscal years ending after June 15, 2005. As a result, effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), using the modified-prospective-transition method. Under this transition method,
equity compensation expense that will be recognized in fiscal 2006 will include: (a) compensation expense for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on their grant date fair values
estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on their grant date fair values estimated in accordance with
the provisions of SFAS No. 123(R). Since stock-based compensation that is recognized in the statement of income is to be determined based on the equity compensation awards that we expect will ultimately vest, that compensation expense has been
reduced for estimated forfeitures of unvested options that typically occur due to terminations of employment of optionees. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. For purposes of the determination of stock-based compensation expense for the quarter ended June 30, 2006, we estimated forfeitures to be 15% of the unvested options issued.

Prior to January 1, 2006 we had accounted for stock-based employee compensation as prescribed by APB Opinion No. 25, Accounting for
Stock Issued to Employees. Pursuant to APB No. 25, no stock-based compensation expense was recognized for income statement purposes, as all of the options that we granted under our stock incentive plans were granted at exercise prices at
least equal to the market prices of the underlying shares on their respective dates of grant. Accordingly, our operating results for periods prior to January 1, 2006 will not, to that extent, be comparable to our reported results of operations
in periods ending after December 31, 2005.

Effective March 2, 1999, our Board of Directors adopted, and in January 2000 our
shareholders approved, the 1999 Stock Option Plan (the 1999 Option Plan). That Plan authorizes the granting of options to directors, officers and other key employees that entitle them to purchase shares of common stock of the Company at
a price per share equal to or above the fair market value of the Companys shares on the respective grant dates of the awards. Options may vest immediately or over various periods, generally ranging up to five years, as determined by the
Compensation Committee of our Board of Directors at the time it approves the grant of options under the 1999 Option Plan. Options may be granted for terms of up to 10 years, but will terminate upon termination of service, if sooner. A total of
1,248,230 shares were authorized for issuance under the 1999 Option Plan (which number has been adjusted for stock splits effectuated subsequent to the Plans adoption).

Effective February 17, 2004, the Board of Directors adopted the Pacific Mercantile Bancorp 2004 Stock Incentive Plan (the 2004 Plan),
which was approved by the Companys shareholders in May 2004. That Plan authorizes the granting of options and rights to purchase restricted stock to directors, officers and other key employees, that entitle them to purchase shares of common
stock of the Company at, in the case of stock options, a price per share equal to or above the fair market value of the Companys shares on the date the option is granted or, in case of stock purchase rights, at prices and on such



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terms as are fixed by the Compensation Committee of the Board of Directors at the time the rights are granted. Options and restricted stock purchase rights
may vest immediately or over various periods of up to five years, or based on the achievement of specified performance goals, as determined by the Companys Compensation Committee at the time the options are granted or the stock purchase rights
are awarded. Options may be granted under the 2004 Plan for terms of up to 10 years after the grant date, but will terminate upon termination of service, if sooner. The Company will become entitled to repurchase any unvested shares subject to
restricted purchase rights in the event of a termination of employment or service of the holder of the stock purchase right or in the event the holder fails to achieve any goals that are required to be met as a condition of vesting. A total of
400,000 shares were authorized for issuance under the 2004 Plan.

The fair values of the options that were outstanding under the 1999 and
2004 Plans were estimated as of their respective dates of grant using the Black-Scholes option-pricing model. The following table summarizes the weighted average assumptions used for grants in the following periods:



|                                                            |  |                            |      |   |                          |   |      |      |  |   |      |   |  |   |      |  
|----------------------------------------------------------- |  | -------------------------- | ---- | - | ------------------------ | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                            |  | Three Months EndedJune 30, |      |   | Six Months EndedJune 30, |  
|Assumptions with respect to:                                |  | 2006                       |      |   | 2005                     |   |      | 2006 |  |   | 2005 |  
|Expected volatility                                         |  |                            | 35   | % |                          |   | 43   | %    |  |   | 35   | % |  |   | 46   | %
|Risk-free interest rate                                     |  |                            | 4.91 | % |                          |   | 3.97 | %    |  |   | 4.64 | % |  |   | 3.69 | %
|Expected dividends                                          |  |                            | 1.07 | % |                          |   | 1.04 | %    |  |   | 1.07 | % |  |   | 1.04 | %
|Expected term (years)                                       |  |                            | 6.5  |   |                          |   | 5    |      |  |   | 6.5  |   |  |   | 5    |  
|Weighted average fair value of option granted during period |  | $                          | 7.50 |   |                          | $ | 5.52 |      |  | $ | 7.12 |   |  | $ | 6.27 |  

The following tables summarize the share option activity under the plans for the six months ended
June 30, 2006 and 2005.



|                                    |  |                 |  |                                         |       |                 |           |                                         |   |      
|----------------------------------- |  | --------------- |  | --------------------------------------- | ----- | --------------- | --------- | --------------------------------------- | - | -----
|                                    |  | Number ofShares |  | Weighted-AverageExercisePrice Per Share |       | Number ofShares |           | Weighted-AverageExercisePrice Per Share
|                                    |  | 2006            |  | 2005                                   
|Outstanding - January 1,            |  | 1,470,698       |  | $                                       | 8.51  |                 | 1,353,848 |                                         | $ | 7.73 
|Granted                             |  | 41,500          |  |                                         | 18.22 |                 | 154,500   |                                         |   | 14.91
|Exercised                           |  | 117,574         |  |                                         | 5.00  |                 | 6,927     |                                         |   | 7.24 
|Forfeited/Canceled                  |  | 28,000          |  |                                         | 16.32 |                 | 40,923    |                                         |   | 10.71
|                                    |  |                 |  |                                         |       |                 |           |                                         |   |      
|Outstanding - June 30, 2006         |  | 1,366,624       |  |                                         | 8.94  |                 | 1,460,498 |                                         |   | 8.40 
|                                    |  |                 |  |                                         |       |                 |           |                                         |   |      
|Options Exercisable - June 30, 2006 |  | 1,010,572       |  | $                                       | 7.51  |                 | 999,660   |                                         | $ | 6.75 

The aggregate intrinsic values of options exercised for the six months ended June 30, 2006
and 2005 were $1.5 million and $56,000, respectively. Total fair values of vested options for the same periods were $390,000 and $490,000, respectively.



|                                |  |                                 |  |          |  |                               |       |                                                   |      |        |           |                                |   |      
|------------------------------- |  | ------------------------------- |  | -------- |  | ----------------------------- | ----- | ------------------------------------------------- | ---- | ------ | --------- | ------------------------------ | - | -----
|Outstanding as of June 30,
2006 |  | Exercisable as of June 30, 2006
|Range ofExercise Price          |  | Vested                          |  | Unvested |  | Weighted-AverageExercisePrice |       | Weighted-AverageRemainingContractual Life (Years) |      | Shares |           | Weighted-AverageExercise Price
|$ 4.00  5.99                   |  | 176,998                         |  |          |  | $                             | 4.00  |                                                   | 2.67 |        | 176,998   |                                | $ | 4.00 
|$ 6.00  9.99                   |  | 650,736                         |  | 19,340   |  |                               | 7.30  |                                                   | 4.21 |        | 650,736   |                                |   | 7.28 
|$10.00  12.99                  |  | 159,155                         |  | 199,895  |  |                               | 11.26 |                                                   | 7.68 |        | 159,155   |                                |   | 11.24
|$13.00  17.99                  |  | 23,683                          |  | 85,817   |  |                               | 15.01 |                                                   | 8.67 |        | 23,683    |                                |   | 15.08
|$18.00  18.84                  |  |                                |  | 51,000   |  |                               | 18.30 |                                                   | 9.59 |        |          |                                |   |     
|                                |  |                                 |  |          |  |                               |       |                                                   |      |        |           |                                |   |      
|                                |  | 1,010,572                       |  | 356,052  |  | $                             | 8.94  |                                                   | 5.48 |        | 1,010,572 |                                | $ | 7.51 
|                                |  |                                 |  |          |  |                               |       |                                                   |      |        |           |                                |   |      

The aggregate intrinsic values of options that were outstanding and those that were exercisable
under the plans at June 30, 2006 were $13.3 million and $11.3 million, respectively.



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##### Table of Contents

A summary of the status of the unvested shares as of December 31, 2005, and changes during the six
month period ended June 30, 2006, are set forth in the following table.



|                              |  |         |  |                                      |     
|----------------------------- |  | ------- |  | ------------------------------------ | ----
|                              |  | Shares  |  | Weighted-AverageGrant DateFair Value
|Unvested at December 31, 2005 |  | 416,436 |  | $                                    | 5.54
|Granted                       |  | 41,500  |  |                                      | 7.16
|Vested                        |  | 73,884  |  |                                      | 5.28
|Forfeited/Canceled            |  | 28,000  |  |                                      | 6.70
|                              |  |         |  |                                      |     
|Unvested at June 30, 2006     |  | 356,052 |  | $                                    | 5.69
|                              |  |         |  |                                      |     

The aggregate amounts charged against income in relation to stock-based awards were $167,000 and
$337,000 for the three and six months ended June 30, 2006, respectively. At June 30, 2006, compensation expense related to non-vested stock option grants aggregated $1.9 million, which is expected to be recognized as follows:



|                                |  |                                   |      
|------------------------------- |  | --------------------------------- | -----
|                                |  | Stock Option Compensation Expense
|                                |  | (In thousands)                   
|Remainder of 2006               |  | $                                 | 333  
|For the year ended December 31, |  |                                   |      
|2007                            |  |                                   | 636  
|2008                            |  |                                   | 593  
|2009                            |  |                                   | 279  
|2010                            |  |                                   | 86   
|2011                            |  |                                   | 7    
|                                |  |                                   |      
|Total                           |  | $                                 | 1,934
|                                |  |                                   |      

As a result of SFAS No. 123(R), our income before income taxes for the six months ended
June 30, 2006 was $337,000 lower, and our basic and diluted net income per share for the six months ended June 30, 2006 was $0.03 lower, than if we had continued to account for share-based compensation under APB Opinion 25.



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Earnings Per Share (EPS)

Basic EPS excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted to common stock that would then share in our earnings. For the three and six months ended June 30, 2006,
stock options for 16,819 and 12,959 shares, respectively, were not considered in computing diluted earnings per common share because they were antidilutive.

The following table shows how we computed basic and diluted EPS for the three and six months ended June 30, 2006 and 2005.



|                               |  |                                                         |       |                     |            |                   |   |       |                       |  |                     |       |                   |            |  |   |       |  
|------------------------------ |  | ------------------------------------------------------- | ----- | ------------------- | ---------- | ----------------- | - | ----- | --------------------- |  | ------------------- | ----- | ----------------- | ---------- |  | - | ----- | -
|                               |  | For the three months ended June 30,                     |      
|                               |  | 2006                                                    |       |                     | 2005       |                  
|                               |  | Net Income(Numerator)                                   |       | Shares(Denominator) |            | Per Share(Amount) |   |       | Net Income(Numerator) |  | Shares(Denominator) |       | Per Share(Amount) |           
|                               |  | (Dollars in thousands, except share and per share data) |      
|Basic EPS                      |  | $                                                       | 1,687 |                     | 10,248,408 |                   | $ | 0.17  |                       |  | $                   | 1,376 |                   | 10,162,511 |  | $ | 0.14  |  
|                               |  |                                                         |       |                     |            |                  
|Effect of Dilutive Securities: |  |                                                         |       |                     |            |                   |   |       |                       |  |                     |       |                   |            |  |   |       |  
|Stock Options                  |  |                                                         |      |                     | 508,880    |                   |   | (0.01 | )                     |  |                     |      |                   | 366,639    |  |   | (0.01 | )
|                               |  |                                                         |       |                     |            |                   |   |       |                       |  |                     |       |                   |            |  |   |       |  
|Diluted EPS                    |  | $                                                       | 1,687 |                     | 10,757,288 |                   | $ | 0.16  |                       |  | $                   | 1,376 |                   | 10,529,150 |  | $ | 0.13  |  
|                               |  |                                                         |       |                     |            |                   |   |       |                       |  |                     |       |                   |            |  |   |       |  
|                               | 
|                               |  | For the six months ended June 30,                       |      
|                               |  | 2006                                                    |       |                     | 2005       |                  
|                               |  | Net Income(Numerator)                                   |       | Shares(Denominator) |            | Per Share(Amount) |   |       | Net Income(Numerator) |  | Shares(Denominator) |       | Per Share(Amount) |           
|                               |  | (Dollars in thousands, except share and per share data) |      
|Basic EPS                      |  | $                                                       | 3,447 |                     | 10,226,763 |                   | $ | 0.34  |                       |  | $                   | 2,604 |                   | 10,136,463 |  | $ | 0.26  |  
|                               |  |                                                         |       |                     |            |                  
|Effect of Dilutive Securities: |  |                                                         |       |                     |            |                   |   |       |                       |  |                     |       |                   |            |  |   |       |  
|Stock Options                  |  |                                                         |      |                     | 524,581    |                   |   | (0.02 | )                     |  |                     |      |                   | 412,200    |  |   | (0.02 | )
|                               |  |                                                         |       |                     |            |                   |   |       |                       |  |                     |       |                   |            |  |   |       |  
|Diluted EPS                    |  | $                                                       | 3,447 |                     | 10,751,344 |                   | $ | 0.32  |                       |  | $                   | 2,604 |                   | 10,548,663 |  | $ | 0.24  |  
|                               |  |                                                         |       |                     |            |                   |   |       |                       |  |                     |       |                   |            |  |   |       |  

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and
liabilities, such as unrealized gains and losses on securities available for sale, are reported as a separate component of the equity section of the balance sheet net of income taxes, and such items, along with net income, are components of
comprehensive income.

Recent Accounting Pronouncements

In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and Error Corrections (SFAS No. 154). SFAS
No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It requires, unless impracticable, retrospective application for reporting changes in accounting principle in the absence of explicit
transition requirements specific to this newly adopted accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not expect the adoption
of SFAS No. 154 to have a material impact on our financial condition or operating results.

Reclassification

Certain amounts in the accompanying 2005 consolidated financial statements, including amounts related to discontinued operations, have been
reclassified to conform to 2006 presentation.

Commitments and Contingencies

To meet the financing needs of its customers in the normal course of business, the Company is party to financial instruments with off-balance sheet risk.
These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial
statements. At June 30, 2006, loan commitments and letters of credits totaled $196 million and $7.1 million, respectively. The contractual amount of a credit-related financial instrument such as a commitment to extend credit, a credit-card
arrangement or a letter of credit represents the amounts of potential accounting loss should the



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commitment be fully drawn upon, the customer default, and the value of any existing collateral securing the customers payment obligation become
worthless.

The Company uses the same credit policies in making commitments to extend credit and conditional obligations as it does for
on-balance sheet instruments. Commitments generally have fixed expiration dates; however, since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash
requirements. The Company evaluates each customers creditworthiness on a case-by-case basis, using the same credit underwriting standards that are employed in making commercial loans. The amount of collateral obtained, if deemed necessary by
the Company upon an extension of credit, is based on managements credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, real estate and income-producing
commercial properties.

In the ordinary course of business, we are subject to legal actions normally associated with financial
institutions. At June 30, 2006, we were not a party to any pending legal action that is expected to be material to our consolidated financial condition or results of operations.



|3. | Discontinued Businesses
|-- | -----------------------

In the second quarter of
2005, we decided to discontinue our wholesale mortgage lending business and to focus our capital and other resources primarily on the growth of our commercial banking business. In the second quarter of 2006, we sold our securities brokerage
business. As a result, our commercial banking business comprises our continuing operations; the wholesale mortgage lending and the securities brokerage businesses have been classified as discontinued operations in our financial statements for the
three and six month periods ended June 30, 2005; and, since we were able to complete our exit from the wholesale mortgage lending business during fourth quarter of 2005, the securities brokerage business comprised our discontinued operations in
the three and six month periods ended June 30, 2006.

The statement of financial condition related to discontinued operations is
below. As of June 30, 2006 and December 31, 2005, there were no loans held for sale by the wholesale mortgage lending division.

|                                                                         |  |                        |   |                 |   |    
|------------------------------------------------------------------------ |  | ---------------------- | - | --------------- | - | ---
|                                                                         |  | (Dollars in thousands)
|                                                                         |  | June 30 2006           |   | December 312005
|Assets                                                                   |  |                        |   |                 |   |    
|Due from banks and interest-bearing deposits with financial institutions |  | $                      |  |                 | $ | 172
|Premises and equipment, net                                              |  |                        |  |                 |   | 11 
|Other assets                                                             |  |                        |  |                 |   | 181
|                                                                         |  |                        |   |                 |   |    
|Total assets                                                             |  | $                      |  |                 | $ | 364
|                                                                         |  |                        |   |                 |   |    
|Liabilities and Shareholders Equity                                     |  |                        |   |                 |   |    
|Liabilities                                                              |  | $                      |  |                 | $ | 49 
|Shareholders equity                                                     |  |                        |  |                 |   | 315
|                                                                         |  |                        |   |                 |   |    
|Total liabilities and shareholders equity                               |  | $                      |  |                 | $ | 364
|                                                                         |  |                        |   |                 |   |    

The operating results of the discontinued wholesale mortgage lending and the securities brokerage
businesses included in the accompanying consolidated statements of income are set forth below:



|                                                       |  |                    |      |   |                  |   |      |              |  |   |              |   |  |   |      |  
|------------------------------------------------------ |  | ------------------ | ---- | - | ---------------- | - | ---- | ------------ |  | - | ------------ | - |  | - | ---- | -
|                                                       |  | Three Months Ended |      |   | Six Months Ended |  
|                                                       |  | June 30,2006       |      |   | June 30,2005     |   |      | June 30,2006 |  |   | June 30,2005 |  
|                                                       |  | (In thousands)     |      |   | (In thousands)   |  
|Loss from discontinued operations, before income taxes |  | $                  | (120 | ) |                  | $ | (379 | )            |  | $ | (313         | ) |  | $ | (793 | )
|Income tax benefit                                     |  |                    | 47   |   |                  |   | 153  |              |  |   | 124          |   |  |   | 322  |  
|                                                       |  |                    |      |   |                  |   |      |              |  |   |              |   |  |   |      |  
|Loss from discontinued operations, net of taxes        |  | $                  | (73  | ) |                  | $ | (226 | )            |  | $ | (189         | ) |  | $ | (471 | )
|                                                       |  |                    |      |   |                  |   |      |              |  |   |              |   |  |   |      |  



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

OVERVIEW

Pacific Mercantile Bancorp is a bank holding company that owns all of the stock of Pacific
Mercantile Bank (the Bank), which is a commercial bank that provides a full range of banking services to small and medium-size businesses and to professionals and the general public in Orange, Los Angeles, San Bernardino and San Diego
counties, in Southern California. Substantially all of our operations are conducted and substantially all of our assets are owned by the Bank, which accounts for substantially all of our consolidated revenues and operating costs.

The following discussion presents information about our consolidated results of operations for the three and six month periods ended June 30, 2006
and 2005 and our consolidated financial condition, liquidity and capital resources at June 30, 2006 and should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Report.

Additionally, except where otherwise noted, the following discussion of our results of operation and financial condition relates primarily
to the results of operations and the assets and liabilities of our commercial banking business, which comprises our continuing operations and which excludes our discontinued wholesale mortgage lending and securities brokerage businesses. See Note 2
of the Notes to our Consolidated Financial Statements included elsewhere in this Report for further information relating to our discontinued operations.

Forward-Looking Information

Statements contained in this Report that are not historical facts
or that discuss our expectations or beliefs regarding our future operations or future financial performance, or financial or other trends in our business, constitute forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they
include the words believe, expect, anticipate, intend, plan, estimate, project, or words of similar meaning, or future or conditional verbs such as will,
would, should, could, or may. The information contained in such forward-looking statements is based on current information and assumptions about future events over which we do not have control and our
business is subject to a number of risks factors that could cause our financial condition or actual operating results in the future to differ significantly from our expected financial condition or operating results that are set forth in those
statements. Certain of those risks factors are summarized below, in this Item 2, under the caption Risks that could Affect our Future Financial Performance and those, as well as other, risks are discussed in detail in Item 1A,
Risk Factors, in our 2005 Form 10-K and readers of this Report are urged to read that summary below and Item 1A in the 2005 Form 10-K in conjunction with this Report.



12



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##### Table of Contents

Overview of Operating Results in the Three and Six Months Ended June 30, 2006

The following table sets forth information regarding the interest income that we generated, the interest expense that we incurred,
our net interest income, noninterest income, noninterest expense, and our net income and net income per share for the three and six months ended June 30, 2006 and 2005.



|                                           |  |                                                         |            |   |                           |   |            |               |  |      |             |  |   |             |   |  |               |            |   |  |      |  
|------------------------------------------ |  | ------------------------------------------------------- | ---------- | - | ------------------------- | - | ---------- | ------------- |  | ---- | ----------- |  | - | ----------- | - |  | ------------- | ---------- | - |  | ---- | -
|                                           |  | Three Months Ended June 30,                             |            |   | Six Months Ended June 30, |  
|                                           |  | 2006Amounts                                             |            |   | 2005Amounts               |   |            | PercentChange |  |      | 2006Amounts |  |   | 2005Amounts |   |  | PercentChange |           
|                                           |  | (Unaudited)(Dollars in thousands except per share data) |           
|Interest income                            |  | $                                                       | 15,683     |   |                           | $ | 10,712     |               |  | 46.4 | %           |  | $ | 30,278      |   |  | $             | 20,451     |   |  | 48.1 | %
|Interest expense                           |  |                                                         | 7,419      |   |                           |   | 3,842      |               |  | 93.1 | %           |  |   | 13,855      |   |  |               | 7,268      |   |  | 90.6 | %
|                                           |  |                                                         |            |   |                           |   |            |               |  |      |             |  |   |             |   |  |               |            |   |  |      |  
|Net interest income                        |  | $                                                       | 8,264      |   |                           | $ | 6,870      |               |  | 20.3 | %           |  | $ | 16,423      |   |  | $             | 13,183     |   |  | 24.6 | %
|Noninterest income                         |  | $                                                       | 327        |   |                           | $ | 337        |               |  | (3.0 | )%          |  | $ | 605         |   |  | $             | 581        |   |  | 4.1  | %
|Noninterest expense                        |  | $                                                       | 5,261      |   |                           | $ | 4,263      |               |  | 23.4 | %           |  | $ | 10,357      |   |  | $             | 8,187      |   |  | 26.5 | %
|Income from continuing operations(1)       |  | $                                                       | 1,760      |   |                           | $ | 1,602      |               |  | 9.9  | %           |  | $ | 3,636       |   |  | $             | 3,075      |   |  | 18.2 | %
|Loss from discontinued operations(1)       |  | $                                                       | (73        | ) |                           | $ | (226       | )             |  | 67.7 |             |  | $ | (189        | ) |  | $             | (471       | ) |  | 59.9 | %
|Net income                                 |  | $                                                       | 1,687      |   |                           | $ | 1,376      |               |  | 22.6 | %           |  | $ | 3,447       |   |  | $             | 2,604      |   |  | 32.4 | %
|                                           |  |                                                         |            |   |                           |  
|Net income (loss) per share diluted        |  |                                                         |            |   |                           |   |            |               |  |      |             |  |   |             |   |  |               |            |   |  |      |  
|Income from continuing operations          |  | $                                                       | 0.17       |   |                           | $ | 0.15       |               |  | 13.3 | %           |  | $ | 0.34        |   |  | $             | 0.28       |   |  | 21.4 | %
|Income (loss) from discontinued operations |  | $                                                       | (0.01      | ) |                           | $ | (0.02      | )             |  | 50.0 |             |  | $ | (0.02       | ) |  | $             | (0.04      | ) |  | 50.0 | %
|Net income per share                       |  | $                                                       | 0.16       |   |                           | $ | 0.13       |               |  | 23.1 | %           |  | $ | 0.32        |   |  | $             | 0.24       |   |  | 33.3 | %
|Weighted average number of diluted shares  |  |                                                         | 10,757,288 |   |                           |   | 10,529,150 |               |  | 2.2  | %           |  |   | 10,751,344  |   |  |               | 10,548,663 |   |  | 1.9  | %

---

|(1) | Net of taxes
|--- | ------------

Key Factors Affecting Operating Results in the Three and Six Months Ended June 30, 2006



| |  |  | Increase in Net Interest Income. The increases in net interest income of 20% and 25% in the three and six month periods ended June 30, 2006, respectively, were primarily
the result of growth in the volume of our core loans (loans exclusive of those held for sale). Core loans grew by $130 million, or 22%, to $708 million at June 30, 2006 from $578 million at June 30, 2005.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Improvement in Net Interest Margin. Net interest margin improved to 3.38% and 3.42%, respectively, in the three and six month periods ended June 30, 2006, from 3.35% and
3.31%, respectively, in the corresponding three and six month periods of 2005. These improvement were due largely to (i) the increase in the volume of our core loans, which generated higher yields than our other earning assets, and (ii) an
increase in the yield on federal funds sold for the three and six month periods ended June 30, 2006, which improved to 4.83% and 4.68%, respectively, from 2.80% and 2.55%, respectively in like periods of 2005, as a result of the Federal Reserve
Board (FRB), increases in the overnight funds rates, aggregating 3.00% over the past 18 months.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increase in Noninterest Expense. Noninterest expense increased by $998,000 and $2.2 million in the second quarter and six months ended June 30, 2006 respectively. Those
increases were due primarily to (i) growth-related expenses incurred in connection with the opening, in June 2005, of our Ontario, California Financial Center, and the addition of experienced commercial banking officers at our Financial Centers
and our new Corporate Banking Division during the 12 months ended June 30, 2006, and (ii) the recognition of $162,000 and $337,000 of stock-based compensation in the three and six months ended June 30, 2006, respectively, that was
attributable to the adoption of SFAS No. 123R (Share based Payments) effective January 1, 2006. Stock-based compensation was not required to be recognized in the same period of 2005.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increases in Income from Continuing Operations. However, the increase in net interest income in the three and six months ended June 30, 2006 more than offset the
increases in noninterest expense in those periods. As a result, we generated income from continuing operations of $1.8 million, or $0.17 per diluted share, and $3.6 million, or $0.34 per diluted share, in the three and six month periods ended
June 30,2006, respectively, which represented increases of 9.9% and 18.2%, respectively, as compared to income from continuing operations in the same respective periods of 2005.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Set forth below are certain key financial performance ratios and other unaudited financial data from
continuing operations for the periods indicated:



|                                          |  |                           |   |  |                         |   |  |      |   |  |      |  
|----------------------------------------- |  | ------------------------- | - |  | ----------------------- | - |  | ---- | - |  | ---- | -
|                                          |  | Three MonthsEndedJune 30, |   |  | Six MonthsEndedJune 30, |  
|                                          |  | 2006                      |   |  | 2005                    |   |  | 2006 |   |  | 2005 |  
|                                          |  | (Unaudited)               |   |  | (Unaudited)             |  
|Return on average assets(1)               |  | 0.72                      | % |  | 0.68                    | % |  | 0.73 | % |  | 0.67 | %
|Return on average shareholders equity(1) |  | 8.91                      | % |  | 7.87                    | % |  | 9.07 | % |  | 7.66 | %
|Net interest margin(2)                    |  | 3.38                      | % |  | 3.35                    | % |  | 3.42 | % |  | 3.31 | %

---

|(1) | Annualized.
|--- | -----------



|(2) | Net interest income expressed as a percentage of total average interest earning assets.
|--- | ---------------------------------------------------------------------------------------

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (GAAP) and general practices in the banking industry. Certain of those
accounting policies are considered critical accounting policies, because they require us to make estimates and assumptions regarding circumstances or trends that could affect the value of those assets, such as economic conditions or trends in those
conditions that could impact our ability to fully collect our loans or ultimately realize the carrying value of certain of our other assets. Those estimates and assumptions are made based on current information available to us regarding those
economic conditions or trends or other circumstances. If changes were to occur in the events, trends or other circumstances on which our estimates or assumptions were based, or other unanticipated events were to happen that might affect our
operations, we may be required under GAAP to adjust our earlier estimates that are affected by those changes or events and to reduce the carrying value of the affected assets on our balance sheet. Our critical accounting policies relate to the
determination of our allowance for loan losses, the fair value of securities available for sale and the valuation of deferred tax assets.

Allowance for Loan Losses. The accounting policies and practices we follow in determining the sufficiency of the allowance we establish for possible loan losses require us to make judgments and assumptions about economic and market
conditions and trends that can affect the ability of our borrowers to meet their loan payment obligations to us. Accordingly, we use historical loss factors, adjusted for current economic market conditions and other economic indicators, to determine
the losses inherent in our loan portfolio and the sufficiency of our allowance for loan losses. If unanticipated changes were to occur in those conditions or trends, actual loan losses could be greater than those predicted by those loss factors and
our prior assessments of economic conditions and trends. In such an event, it could be necessary for us to increase the allowance for loan losses by means of a charge to income referred to in our financial statements as the provision for loan
losses. Such an increase would reduce the carrying value of the loans on our balance sheet, and the additional provision for loan losses taken to increase that allowance would reduce our income in the period when it is determined that an
increase in the allowance for loan losses is necessary. See the discussion in the subsections entitled Provision for Loan Losses and Allowance for Loan Losses and Nonperforming Loans below.

Fair Value of Securities Available for Sale. We determine the fair value of our securities by obtaining quotes from third party vendors and
securities brokers. When quotes are not available, a reasonable fair value is determined by using a variety of industry standard pricing methodologies including, but not limited to, discounted cash flow analysis, matrix pricing, option adjusted
spread models, as well as fundamental analysis. These pricing methodologies require us to make various assumptions relating to such matters as future prepayment speeds, yield, duration, monetary policy and demand and supply for the individual
securities.

Utilization of Deferred Income Tax Benefits. The provision that we make for income taxes is based on, among other
things, our ability to use certain income tax benefits available under state and federal income tax laws to reduce our income tax liability. As of June 30, 2006, the total of the unused income tax benefits (referred to in our consolidated
financial statements as a deferred tax asset), available to reduce our income taxes in future periods was $7.1 million. Unless used,



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such tax benefits expire over time. Therefore, the realization of those benefits is dependent on our generating taxable income in the future in amounts
sufficient to enable us to use those tax benefits prior to their expiration. We have made a judgment, based on historical experience and current and anticipated market and economic conditions and trends, that it is more likely than not that we will
generate taxable income in future years sufficient to fully utilize those benefits. In the event that our income were to decline in future periods making it less likely that those benefits could be fully utilized, we could be required to establish a
valuation reserve to cover the potential loss of those tax benefits by increasing the provision we make for income taxes, which would have the effect of reducing our net income in the period when that valuation reserve is established.

Discontinued Businesses

As
previously announced, in the second quarter of 2005 we decided to exit the wholesale mortgage lending business, which we completed in the fourth quarter of 2005. In the second quarter of 2006 we sold our securities brokerage subsidiary, PMB
Securities Corp. Accordingly, our discontinued operations in 2006 consisted of our securities brokerage business; whereas, in 2005 they consisted of the wholesale mortgage lending business and our securities brokerage business.

In accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
(SFAS No. 144), the operating results of the wholesale mortgage lending and retail securities brokerage businesses have been classified as discontinued operations and prior period financial statements have been restated on that
same basis.

Additionally, as a result of our exit from our wholesale mortgage lending business and sale of our brokerage business, our
commercial banking business constitutes our continuing operations and the discussion that follows focuses almost entirely on this continuing operation.

Results of Operations

Net Interest Income

One of the principal determinants of a banks income is net interest income, which is the difference between (i) the interest that a bank earns
on loans, investment securities and other interest-earning assets, on the one hand, and (ii) its interest expense, which consists primarily of the interest it must pay to attract and retain deposits and the interest that it pays on borrowings
and other interest-bearing liabilities, on the other hand. A banks interest income and interest expense are, in turn, affected by a number of factors, some of which are outside of its control, including national and local economic conditions
and the monetary policies of the Federal Reserve Board which affect interest rates, the demand for loans, and the ability of borrowers to meet their loan payment obligations. Net interest income, when expressed as a percentage of total average
interest earning assets, is a banking organizations net interest margin.

The following table sets forth our interest
income, interest expense and net interest income (in thousands of dollars) and our net interest margin in the three and six months ended June 30, 2006 and 2005, respectively:



|                                             |  |                           |        |   |                         |   |        |               |  |      |            |  |   |            |   |  |               |        |   |  |      |  
|-------------------------------------------- |  | ------------------------- | ------ | - | ----------------------- | - | ------ | ------------- |  | ---- | ---------- |  | - | ---------- | - |  | ------------- | ------ | - |  | ---- | -
|                                             |  | Three Months EndedJune 30 |        |   | Six Months EndedJune 30 |  
|(Dollars in thousands except per share data) |  | 2006Amount                |        |   | 2005Amount              |   |        | PercentChange |  |      | 2006Amount |  |   | 2005Amount |   |  | PercentChange |       
|                                             |  | (Unaudited)               |       
|Interest income                              |  | $                         | 15,683 |   |                         | $ | 10,712 |               |  | 46.4 | %          |  | $ | 30,278     |   |  | $             | 20,451 |   |  | 48.1 | %
|Interest expense                             |  |                           | 7,419  |   |                         |   | 3,842  |               |  | 93.1 | %          |  |   | 13,855     |   |  |               | 7,268  |   |  | 90.6 | %
|                                             |  |                           |        |   |                         |   |        |               |  |      |            |  |   |            |   |  |               |        |   |  |      |  
|Net interest income                          |  | $                         | 8,264  |   |                         | $ | 6,870  |               |  | 20.3 | %          |  | $ | 16,423     |   |  | $             | 13,183 |   |  | 24.6 | %
|Net interest margin                          |  |                           | 3.38   | % |                         |   | 3.35   | %             |  |      |            |  |   | 3.42       | % |  |               | 3.31   | % |  |      |  

As the table above indicates, our net interest income increased by $1.4 million, or 20%, in the
second quarter of 2006, and by $3.2 million, or 25%, in the six months ended June 30, 2006, as compared to the same respective periods of 2005. Those increases were primarily attributable to increases in interest income of $5.0 million, or 46%,
and $9.8 million, or 48%, respectively, in the three and six month periods of 2006, as compared to the same respective corresponding periods of 2005. Interest expense increased $3.6 million, or 93%, and $6.6 million, or 91%, respectively in the
three and six month periods ended June 30, 2006 over the corresponding periods of 2005.



15



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##### Table of Contents

The increases in interest income in the three and six month periods ended June 30, 2006, were
primarily attributable to (i) an increase in the volume of average interest-earning assets, including increases of $124 million and $120 million, respectively, in the average volume of outstanding loans (exclusive of mortgages held for sale)
over the corresponding periods of 2005, and (ii) to a lesser extent, the increase in market rates of interest over the last 18 months due primarily to FRB aggregated increases of 3.0% in the overnight funds rates, which impacted market rates of
interest in general.

Our net interest margin improved to 3.38% in the second quarter of 2006 from 3.35% in the same quarter of 2005, and
to 3.42% in the six months ended June 30, 2006, from 3.31% in the same six months of 2005. In the three months ended June 30, 2006 the yield on interest-earning assets improved to 6.41%, while the average rate of interest paid on our
interest-bearing liabilities increased to 3.69%, as compared to a yield on interest-earning assets of 5.29% and an average rate of interest paid on interest-bearing liabilities of 2.45%, in the same three months of 2005. In the six months ended June
2006, the yield on interest-earning assets improved to 6.31%, and the average rate of interest paid on our interest-bearing liabilities increased to 3.49%, as compared to a yield on interest-earning assets of 5.18%, and an average rate of interest
paid of 2.34% on interest-bearing liabilities in the same six months of 2005.

This improvement in the average yield on interest-earning
assets was due primarily to the substantial increase in the volume of loans on which we generate higher yields than on our other interest-earning assets and, to a lesser extent, the increase in interest rates during the 12 months ended June 30,
2006.

The following table sets forth the changes in interest income, including loan fees, and interest paid in the three and six month
period ended June 30, 2006, as compared to the same period in 2005 and the extent to which those changes were attributable to changes in the volume and rates of interest earned on interest-earning assets and interest paid on interest-bearing
liabilities.



|                                        |  |                                                                   |       |   |                                                                 |   |       |  |   |           |   |  |         |       |       |  |   |       |  |   |       |  
|--------------------------------------- |  | ----------------------------------------------------------------- | ----- | - | --------------------------------------------------------------- | - | ----- |  | - | --------- | - |  | ------- | ----- | ----- |  | - | ----- |  | - | ----- | -
|                                        |  | Three Months EndedJune 30,2006 vs 2005Increase (decrease) due to: |       |   | Six Months EndedJune 30,2006 vs 2005Increase (decrease) due to: |  
|                                        |  | Volume(1)                                                         |       |   | Rate(1)                                                         |   | Total |  |   | Volume(1) |   |  | Rate(1) |       | Total | 
|                                        |  | (Unaudited)(Dollars in thousands)                                 |       |   | (Unaudited)(Dollars in thousands)                               |  
|Interest income:                        |  |                                                                   |       |   |                                                                 |   |       |  |   |           |   |  |         |       |       |  |   |       |  |   |       |  
|Short-term investments(2)               |  | $                                                                 | (723  | ) |                                                                 | $ | 678   |  | $ | (45       | ) |  | $       | (632  | )     |  | $ | 339   |  | $ | (293  | )
|Securities available for sale and stock |  |                                                                   | 251   |   |                                                                 |   | 355   |  |   | 606       |   |  |         | 1,014 |       |  |   | 768   |  |   | 1,782 |  
|Loans                                   |  |                                                                   | 2,069 |   |                                                                 |   | 1,805 |  |   | 3,874     |   |  |         | 3,903 |       |  |   | 3,443 |  |   | 7,346 |  
|                                        |  |                                                                   |       |   |                                                                 |   |       |  |   |           |   |  |         |       |       |  |   |       |  |   |       |  
|Total earning assets                    |  |                                                                   | 1,597 |   |                                                                 |   | 2,838 |  |   | 4,435     |   |  |         | 4,285 |       |  |   | 4,550 |  |   | 8,835 |  
|Interest expense:                       |  |                                                                   |       |   |                                                                 |   |       |  |   |           |   |  |         |       |       |  |   |       |  |   |       |  
|Interest-bearing checking accounts      |  |                                                                   | 6     |   |                                                                 |   | 5     |  |   | 11        |   |  |         | 15    |       |  |   | 7     |  |   | 22    |  
|Money market and savings accounts       |  |                                                                   | 44    |   |                                                                 |   | 355   |  |   | 399       |   |  |         | 44    |       |  |   | 554   |  |   | 598   |  
|Certificates of deposit                 |  |                                                                   | 517   |   |                                                                 |   | 866   |  |   | 1,383     |   |  |         | 808   |       |  |   | 1,662 |  |   | 2,470 |  
|Borrowings                              |  |                                                                   | 391   |   |                                                                 |   | 980   |  |   | 1,371     |   |  |         | 1,007 |       |  |   | 1,752 |  |   | 2,759 |  
|Junior subordinated debentures          |  |                                                                   |      |   |                                                                 |   | 137   |  |   | 137       |   |  |         |      |       |  |   | 266   |  |   | 266   |  
|                                        |  |                                                                   |       |   |                                                                 |   |       |  |   |           |   |  |         |       |       |  |   |       |  |   |       |  
|Total interest-bearing liabilities      |  |                                                                   | 958   |   |                                                                 |   | 2,343 |  |   | 3,301     |   |  |         | 1,874 |       |  |   | 4,241 |  |   | 6,115 |  
|                                        |  |                                                                   |       |   |                                                                 |   |       |  |   |           |   |  |         |       |       |  |   |       |  |   |       |  
|Net interest income                     |  | $                                                                 | 639   |   |                                                                 | $ | 495   |  | $ | 1,134     |   |  | $       | 2,411 |       |  | $ | 309   |  | $ | 2,720 |  
|                                        |  |                                                                   |       |   |                                                                 |   |       |  |   |           |   |  |         |       |       |  |   |       |  |   |       |  

---

|(1) | Changes in interest earned and interest paid due to changes in the mix of interest-earning
assets and interest-bearing liabilities have been allocated to the change due to volume and the change due to interest rates in proportion to the relationship of the absolute dollar amounts of the changes in each.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Short-term investments consist of federal funds sold and interest bearing deposits with
financial institutions.
|--- | ---------------------------------------------------------------------------------------------------------------

The above table indicates that the increases of $1.1 million and $2.7 million, respectively, in our
net interest income in the three and six month periods ended June 30, 2006, as compared to the like periods in 2005, were the result of increases of $639,000 and $2.4 million, respectively, in volume variance and of $495,000 and $309,000,
respectively, in interest rate variance, for the three and six month periods ended June 30, 2006, as compared to the same periods in 2005. The increases in the volume variance reflect the increases in average interest-earning assets of $128
million and $133 million, respectively, and in



16



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##### Table of Contents

average interest-bearing liabilities of $122 million and $124 million, respectively, in the three and six month periods ended December 30, 2006, as
compared to the corresponding periods of 2005. The increases in rate variance reflect the increases in interest rates earned on average interest-earning assets of 112 basis points and 113 basis points, respectively, offset by increases in interest
rates paid on average interest-bearing liabilities of 135 basis points and 126 basis points, respectively, in the three and six month periods ended June 30, 2006, as compared to the corresponding periods of 2005.

Provision for Loan Losses

The
failure or inability of borrowers to repay their loans is an inherent risk of the banking business. Therefore, like virtually all banks and other financial institutions, we follow the practice of maintaining a reserve or allowance (the
Allowance) for possible loan losses that occur from time to time as an incidental part of the banking business. When it is determined that the payment in full of a loan has become unlikely, the carrying value of the loan is reduced to
what management believes is its realizable value. This reduction, which is referred to as a loan charge-off, or write-down is charged against the Allowance. The amount of the Allowance is increased periodically (i) to
replenish the Allowance after it has been reduced due to loan charge-offs, (ii) to reflect changes in the volume of outstanding loans, and (iii) to take account of changes in the risk of potential losses due to a deterioration in the
condition of borrowers or in the value of property securing nonperforming loans or changes in economic conditions. See Financial ConditionAllowance for Loan Losses and Nonperforming Loans below in this Section of this
Report. Increases in the Allowance for Loan Losses are made through a charge, recorded as an expense in the statement of income, referred to as the provision for loan losses. Recoveries of loans previously charged-off are added back to
the Allowance and, therefore, have the effect of increasing the Allowance and reducing the amount of the provision that might otherwise have to be made to replenish or increase it.

During the second quarter of 2006, we made provisions, totaling $335,000, for potential loan losses, as compared to $230,000 in the same quarter of 2005.
That increase was primarily due to the increase in outstanding loans at June 30, 2006 as compared to June 30, 2005. At June 30, 2006, the Allowance for Loan Losses totaled $5.6 million, or 0.78% of loans then outstanding, as compared
to $4.4 million, or 0.75% of loans outstanding, at June 30, 2005.

Although we employ economic models that are based on bank
regulatory guidelines, industry standards and historical loss experience to evaluate and determine the sufficiency of the Allowance for Loan Losses and, thereby, the amount of the provisions required to be made for potential loan losses, those
determinations involve judgments about trends in current economic conditions and other events that can affect the ability of borrowers to meet their loan obligations. The duration and effects of current economic trends are subject to a number of
uncertainties and changes that are outside of our ability to control. See the discussion below in this Section under the caption Risks That Could Affect our Future Financial Performancewe could incur losses on the loans we make. If
changes in economic or market conditions or unexpected subsequent events were to occur, it could become necessary to incur additional charges to increase the Allowance, which would have the effect of reducing our income or causing us to incur
losses.

In addition, the Federal Reserve Board and the California Department of Financial Institutions, as an integral part of their
examination processes, periodically review the adequacy of our Allowance for Loan Losses. These agencies may require us to make additional provisions, over and above the provisions that we have already made, the effect of which would be to reduce
our income.

Noninterest Income

Noninterest income consists primarily of fees charged for services provided by the Bank on deposit accounts. The following table identifies the components of, and sets forth the percentage changes in, noninterest
income in the three and six month periods ended June 30, 2006, as compared to the same respective periods of 2005.



|                         |  |                                 |     |                               |                                 |     |        |       |                               |  |   |     |  |   |     |  |      |   
|------------------------ |  | ------------------------------- | --- | ----------------------------- | ------------------------------- | --- | ------ | ----- | ----------------------------- |  | - | --- |  | - | --- |  | ---- | --
|                         |  | Three Months Ended June 30,     |     |                               | Six Months Ended June 30,       |    
|                         |  | Amount                          |     | PercentageChange2006 vs. 2005 |                                 |     | Amount |       | PercentageChange2006 vs. 2005 | 
|                         |  | 2006                            |     | 2005                          |                                 |     | 2006   |       | 2005                          | 
|                         |  | Unaudited(Dollars in thousands) |     |                               | Unaudited(Dollars in thousands) |    
|Service fees on deposits |  | $                               | 205 |                               | $                               | 174 |        | 17.8  | %                             |  | $ | 368 |  | $ | 338 |  | 8.9  | % 
|Other                    |  |                                 | 122 |                               |                                 | 163 |        | (25.1 | )%                            |  |   | 237 |  |   | 243 |  | (2.5 | )%
|                         |  |                                 |     |                               |                                 |     |        |       |                               |  |   |     |  |   |     |  |      |   
|Total                    |  | $                               | 327 |                               | $                               | 337 |        | (3.0  | )%                            |  | $ | 605 |  | $ | 581 |  | 4.1  | % 
|                         |  |                                 |     |                               |                                 |     |        |       |                               |  |   |     |  |   |     |  |      |   



17



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##### Table of Contents

Noninterest Expense

The following table compares the amounts (in thousands of dollars) of the principal components of noninterest expense in the three and six months ended
June 30, 2006 and in the same three and six month periods of 2005.



|                               |  |                                 |       |                               |                                  |       |        |       |                               |  |   |        |  |   |       |  |      |   
|------------------------------ |  | ------------------------------- | ----- | ----------------------------- | -------------------------------- | ----- | ------ | ----- | ----------------------------- |  | - | ------ |  | - | ----- |  | ---- | --
|                               |  | Three Months Ended June 30,     |       |                               | Six Months Ended June 30,        |      
|                               |  | Amount                          |       | PercentageChange2006 vs. 2005 |                                  |       | Amount |       | PercentageChange2006 vs. 2005 | 
|                               |  | 2006                            |       | 2005                          |                                  |       | 2006   |       | 2005                          | 
|                               |  | Unaudited(Dollars in thousands) |       |                               | Unaudited (Dollars in thousands) |      
|Salaries and employee benefits |  | $                               | 2,821 |                               | $                                | 2,176 |        | 29.6  | %                             |  | $ | 5,742  |  | $ | 4,277 |  | 34.3 | % 
|Occupancy                      |  |                                 | 628   |                               |                                  | 569   |        | 10.4  | %                             |  |   | 1,256  |  |   | 1,071 |  | 17.3 | % 
|Equipment and depreciation     |  |                                 | 350   |                               |                                  | 363   |        | (3.6  | )%                            |  |   | 683    |  |   | 726   |  | (5.9 | )%
|Data processing                |  |                                 | 177   |                               |                                  | 121   |        | 46.3  | %                             |  |   | 338    |  |   | 232   |  | 45.7 | % 
|Professional fees              |  |                                 | 404   |                               |                                  | 286   |        | 41.3  | %                             |  |   | 639    |  |   | 493   |  | 29.6 | % 
|Customer expense               |  |                                 | 259   |                               |                                  | 99    |        | 161.6 | %                             |  |   | 415    |  |   | 215   |  | 93.0 | % 
|Other operating expense(1)     |  |                                 | 622   |                               |                                  | 649   |        | (4.2  | )%                            |  |   | 1,284  |  |   | 1,173 |  | 9.5  | % 
|                               |  |                                 |       |                               |                                  |       |        |       |                               |  |   |        |  |   |       |  |      |   
|Total                          |  | $                               | 5,261 |                               | $                                | 4,263 |        | 23.4  | %                             |  | $ | 10,357 |  | $ | 8,187 |  | 26.5 | % 
|                               |  |                                 |       |                               |                                  |       |        |       |                               |  |   |        |  |   |       |  |      |   

---

|(1) | Other operating expense primarily consists of telephone, stationery and office supplies, regulatory, and investor relations expenses, and insurance premiums, postage, and
correspondent bank fees.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Due primarily to the continued growth of our commercial banking business, noninterest expense
increased by $1.0 million, or 23%, in the quarter ended June 30, 2006 and by $2.2 million, or 27%, in the six months ended June 30, 2006, as compared to the respective corresponding periods of 2005. These increases in non-interest expense
were primarily attributable to (i) the June 2005 opening of our new Inland Empire Financial Center in Ontario, along with the addition of commercial loan officers in our Southern California Financial Centers and our new Corporate Banking
Division, during the 12 months ended June 30, 2006, and (ii) the recognition of $162,000 and $337,000, respectively, of stock-based compensation for the three and six months ended June 30, 2006, as a result of the adoption, effective
as of January 1, 2006, of SFAS 123R, Share-Based Payment. Stock based compensation was not required to be recognized in any years prior to 2006.

A measure of our ability to control noninterest expense in relation to the level of our net revenue (net interest income plus noninterest income) is our efficiency ratio, which is the ratio of noninterest expense to
net revenue. As a general rule, all other things being equal, a lower efficiency ratio indicates an ability to generate increased revenue without a commensurate increase in the staffing and equipment and third party services and, therefore, would
indicate greater efficiencies in our operations. However, a banks efficiency ratio can be adversely affected by factors such as the opening of new banking offices, the revenues of which usually lag behind the expenses that a bank must incur to
staff and open the new offices.

Due to the growth related increases in noninterest expense, our efficiency ratio (operating expenses as a
percentage of total revenues from continuing operations) in the three and six month periods ended June 30, 2006 was 61%, as compared to 59% in the same respective periods of 2005.

Asset/Liability Management

The primary objective of asset/liability management is to reduce our
exposure to interest rate fluctuations, which can affect our net interest margins and, therefore, our net interest income and net earnings. We seek to achieve this objective by matching interest rate sensitive assets and liabilities, and maintaining
the maturities and the repricing of these assets and liabilities at appropriate levels in response to the changes in the interest rate environment. Generally, if rate sensitive assets exceed rate sensitive liabilities, net interest income will be
positively impacted during a rising interest rate environment and negatively impacted during a declining interest rate environment. When rate sensitive liabilities exceed rate sensitive assets, net interest income generally will be positively
impacted during a declining interest rate environment and negatively impacted during a rising interest rate environment. However, because interest rates for different asset and liability products offered by depository institutions respond
differently to changes in the interest rate environment, the relationship or gap



18



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##### Table of Contents

between interest sensitive assets and interest sensitive liabilities is only a general indicator of interest rate sensitivity and how our net interest income
might be affected by changing rates of interest.

For example, rates on certain assets or liabilities typically lag behind changes in
market rates of interest. Additionally, prepayments of loans and securities available for sale, and early withdrawals of certificates of deposit, could cause the interest sensitivities to vary.

The table below sets forth information concerning our rate sensitive assets and liabilities at June 30, 2006. The assets and liabilities are
classified by the earlier of maturity or repricing dates in accordance with their contractual terms. As is described above, certain shortcomings are inherent in the method of analysis presented in this table.



|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|---------------------------------------------------------------------------- |  | ------------------------------- | ------- | --- | -------------------------------- | - | -------- | -------------------------------- |  | - | --------------- | --- |  | ---------------------- | ------- | - | ----- | - | -------- | - |  | - | ---------
|                                                                             |  | Three Months or Less            |         |     | Over Three Through Twelve Months |   |          | Over One Year Through Five Years |  |   | Over Five Years |     |  | Non- Interest- Bearing |         |   | Total
|                                                                             |  | Unaudited(Dollars in thousands)
|Assets                                                                       |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Interest-bearing deposits in other financial institutions                    |  | $                               | 299     |     |                                  | $ |         |                                  |  | $ |                |     |  | $                      |        |   |       | $ |         |   |  | $ | 299      
|Investment in unconsolidated trust subsidiaries                              |  |                                 |        |     |                                  |   |         |                                  |  |   |                |     |  |                        |        |   |       |   | 837      |   |  |   | 837      
|Securities available for sale                                                |  |                                 | 14,444  |     |                                  |   | 39,751   |                                  |  |   | 122,017         |     |  |                        | 59,119  |   |       |   |         |   |  |   | 235,331  
|Federal Reserve Bank and Federal Home Loan Bank stock                        |  |                                 | 13,412  |     |                                  |   |         |                                  |  |   |                |     |  |                        | 1,706   |   |       |   |         |   |  |   | 15,118   
|Federal funds sold                                                           |  |                                 | 12,400  |     |                                  |   |         |                                  |  |   |                |     |  |                        |        |   |       |   |         |   |  |   | 12,400   
|Loans, gross                                                                 |  |                                 | 300,705 |     |                                  |   | 74,093   |                                  |  |   | 246,141         |     |  |                        | 87,450  |   |       |   |         |   |  |   | 708,389  
|Non-interest earning assets, net                                             |  |                                 |        |     |                                  |   |         |                                  |  |   |                |     |  |                        |        |   |       |   | 38,219   |   |  |   | 38,219   
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Total assets                                                                 |  | $                               | 341,260 |     |                                  | $ | 113,844  |                                  |  | $ | 368,158         |     |  | $                      | 148,275 |   |       | $ | 39,056   |   |  | $ | 1,010,593
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Liabilities and Shareholders Equity                                          |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Noninterest-bearing deposits                                                 |  | $                               |        |     |                                  | $ |         |                                  |  | $ |                |     |  | $                      |        |   |       | $ | 210,427  |   |  | $ | 210,427  
|Interest-bearing deposits                                                    |  |                                 | 222,216 | (1) |                                  |   | 131,302  |                                  |  |   | 77,988          | (2) |  |                        |        |   |       |   |         |   |  |   | 431,506  
|Borrowings                                                                   |  |                                 | 86,671  |     |                                  |   | 102,000  |                                  |  |   | 65,000          |     |  |                        |        |   |       |   |         |   |  |   | 253,671  
|Junior subordinated debentures                                               |  |                                 | 27,837  |     |                                  |   |         |                                  |  |   |                |     |  |                        |        |   |       |   |         |   |  |   | 27,837   
|Other liabilities                                                            |  |                                 |        |     |                                  |   |         |                                  |  |   |                |     |  |                        |        |   |       |   | 6,243    |   |  |   | 6,243    
|Shareholders equity                                                         |  |                                 |        |     |                                  |   |         |                                  |  |   |                |     |  |                        |        |   |       |   | 80,909   |   |  |   | 80,909   
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Total liabilities and shareholders equity                                    |  | $                               | 336,724 |     |                                  | $ | 233,302  |                                  |  | $ | 142,988         |     |  | $                      | 0       |   |       | $ | 297,579  |   |  | $ | 1,010,593
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Interest rate sensitivity gap                                                |  | $                               | 4,536   |     |                                  | $ | (119,458 | )                                |  | $ | 225,170         |     |  | $                      | 148,275 |   |       | $ | (258,523 | ) |  |   |          
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Cumulative interest rate sensitivity gap                                     |  | $                               | 4,536   |     |                                  | $ | (114,922 | )                                |  | $ | 110,248         |     |  | $                      | 258,523 |   |       | $ |         |   |  |   |          
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Cumulative % of rate sensitive assets in maturity period                     |  |                                 | 34      | %   |                                  |   | 45       | %                                |  |   | 82              | %   |  |                        | 96      | % |       |   | 100      | % |  |   |          
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Rate sensitive assets to rate sensitive liabilities and shareholders equity |  |                                 | 101     | %   |                                  |   | 49       | %                                |  |   | 258             | %   |  |                        | N/A     |   |       |   | N/A      |   |  |   |          
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          
|Cumulative ratio                                                             |  |                                 | 101     | %   |                                  |   | 80       | %                                |  |   | 116             | %   |  |                        | 136     | % |       |   | N/A      |   |  |   |          
|                                                                             |  |                                 |         |     |                                  |   |          |                                  |  |   |                 |     |  |                        |         |   |       |   |          |   |  |   |          

---

|1 | Net of Bancorps savings account of $14.2 million and certificate of deposit of $251,000
|- | ----------------------------------------------------------------------------------------



|2 | Net of Bancorps certificate of deposit of $5,000,000
|- | -----------------------------------------------------

At June 30, 2006, our rate sensitive balance sheet was shown to be in a negative twelve-month gap position. This would imply that our net interest
margin would decrease in the shortterm if interest rates rise and would increase in the short-term if interest rates were to fall. However, as noted above, the extent to which our net interest margin will be impacted by changes in prevailing
interests rates will depend on a number of factors, including how quickly rate sensitive assets and liabilities react to interest rate changes, the mix of our interest earning assets (loans versus other lower yielding interest earning assets, such
as securities) and the mix of our interest bearing deposits (between for example, lower interest core deposits and higher cost time certificates of deposit) and our other interest bearing liabilities.



19



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##### Table of Contents

Financial Condition

Assets

Our total consolidated assets increased by $29 million, or 3%, to $1 billion at
June 30, 2006 from $981 million at December 31, 2005, primarily as a result of increases in loan volume. Those increases were funded by increases in deposits and in borrowings.

The following table sets forth the composition of our interest earning assets (in thousands of dollars) at:



|                                                               |  |               |         |                   |   |        
|-------------------------------------------------------------- |  | ------------- | ------- | ----------------- | - | -------
|                                                               |  | June 30, 2006 |         | December 31, 2005
|                                                               |  | Unaudited     |         |                  
|Federal funds sold                                             |  | $             | 12,400  |                   | $ | 11,400 
|Interest-bearing deposits with financial institutions          |  |               | 299     |                   |   | 299    
|Federal Reserve Bank and Federal Home Loan Bank Stock, at cost |  |               | 15,118  |                   |   | 13,349 
|Securities available for sale, at fair value                   |  |               | 235,331 |                   |   | 265,556
|Loans (net of allowances of $5,596 and $5,126, respectively)   |  |               | 708,389 |                   |   | 650,027

Loans

The following table sets forth, in thousands of dollars, the composition, by loan category, of our loan portfolio, at June 30, 2006 and December 31, 2005:



|                                 |  |               |         |   |                   |       |   |        |   |         |         |  |       |  
|-------------------------------- |  | ------------- | ------- | - | ----------------- | ----- | - | ------ | - | ------- | ------- |  | ----- | -
|                                 |  | June 30, 2006 |         |   | December 31, 2005 |      
|                                 |  | Amount        |         |   | Percent           |       |   | Amount |   |         | Percent | 
|                                 |  | Unaudited     |         |   |                   |       |   |        |  
|Commercial loans                 |  | $             | 205,405 |   |                   | 28.6  | % |        | $ | 187,246 |         |  | 28.6  | %
|Real estate loans                |  |               | 262,037 |   |                   | 36.7  | % |        |   | 241,866 |         |  | 36.9  | %
|Residential mortgage loans       |  |               | 176,258 |   |                   | 24.7  | % |        |   | 173,685 |         |  | 26.5  | %
|Construction loans               |  |               | 65,414  |   |                   | 9.2   | % |        |   | 47,056  |         |  | 7.2   | %
|Consumer loans                   |  |               | 5,642   |   |                   | 0.8   | % |        |   | 5,523   |         |  | 0.8   | %
|                                 |  |               |         |   |                   |       |   |        |   |         |         |  |       |  
|Gross loans                      |  |               | 714,756 |   |                   | 100.0 | % |        |   | 655,376 |         |  | 100.0 | %
|                                 |  |               |         |   |                   |       |   |        |   |         |         |  |       |  
|Deferred fee (income) costs, net |  |               | (771    | ) |                   |       |   |        |   | (223    | )       |  |       |  
|Allowance for loan losses        |  |               | (5,596  | ) |                   |       |   |        |   | (5,126  | )       |  |       |  
|                                 |  |               |         |   |                   |       |   |        |   |         |         |  |       |  
|Loans, net                       |  | $             | 708,389 |   |                   |       |   |        | $ | 650,027 |         |  |       |  
|                                 |  |               |         |   |                   |       |   |        |   |         |         |  |       |  

Commercial loans are loans to businesses to finance capital purchases or improvements, or to
provide cash flow for operations. Real estate and residential mortgage loans are loans secured by trust deeds on real property, including commercial property and single family and multi-family residences. Construction loans are interim loans to
finance specific construction projects. Consumer loans include installment loans to consumers.

The following table sets forth, in
thousands of dollars, the maturity distribution of our loan portfolio (excluding consumer and residential mortgage loans) at June 30, 2006:



|                                      |  |                  |         |                                  |   |                 |  |       |        |  |   |        
|------------------------------------- |  | ---------------- | ------- | -------------------------------- | - | --------------- |  | ----- | ------ |  | - | -------
|                                      |  | June 30, 2006   
|                                      |  | One Year or Less |         | Over One Year Through Five Years |   | Over Five Years |  | Total
|                                      |  | Unaudited       
|Real estate and construction loans(1) |  |                  |         |                                  |   |                 |  |       |        |  |   |        
|Floating rate                         |  | $                | 115,853 |                                  | $ | 110,520         |  | $     | 16,891 |  | $ | 243,264
|Fixed rate                            |  |                  | 8,896   |                                  |   | 22,074          |  |       | 53,217 |  |   | 84,187 
|Commercial loans                      |  |                  |         |                                  |   |                 |  |       |        |  |   |        
|Floating rate                         |  |                  | 146,666 |                                  |   | 14,112          |  |       | 1,892  |  |   | 162,670
|Fixed rate                            |  |                  | 18,060  |                                  |   | 20,682          |  |       | 3,993  |  |   | 42,735 
|                                      |  |                  |         |                                  |   |                 |  |       |        |  |   |        
|Total                                 |  | $                | 289,475 |                                  | $ | 167,388         |  | $     | 75,993 |  | $ | 532,856
|                                      |  |                  |         |                                  |   |                 |  |       |        |  |   |        

---

|(1) | Does not include mortgage loans on single and multi-family residences and consumer loans,
which totaled $176.3 million and $5.6 million, respectively, at June 30, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



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##### Table of Contents

Allowance for Loan Losses and Nonperforming Loans

Allowance for Loan Losses. The allowance for loan losses (the Allowance) at June 30, 2006 was $5.6 million, which represented
approximately 0.78% of the loans outstanding at June 30, 2006, as compared to $5.1 million, or 0.78%, of the loans outstanding at December 31, 2005.

We carefully monitor changing economic conditions, the loan portfolio by category, the financial condition of borrowers, the history of the loan portfolio, and bank regulatory guidelines in determining the adequacy of
the Allowance. We believe that the Allowance at June 30, 2006 was adequate to provide for losses inherent in the loan portfolio. However, as the volume of loans increases, additional provisions for loan losses will be required to maintain the
Allowance at adequate levels. Additionally, the Allowance was established on the basis of assumptions and judgments regarding such matters as economic conditions and trends and the condition of borrowers, historical industry loan loss data and
regulatory guidelines, and actual loan losses in the future could vary from the losses predicted on the basis of those assumptions, judgments and guidelines. For example, if economic conditions were to deteriorate, or interest rates were to increase
significantly, which would have the effect of increasing the risk that borrowers would encounter difficulties meeting their loan payment obligations, it could become necessary to increase the Allowance by means of additional provisions for loan
losses. See Results of OperationsProvision for Loan Losses above.

Set forth below is a summary, in thousands of
dollars, of the transactions in the allowance for loan losses for the six months ended June 30, 2006 and the year ended December 31, 2005:



|                             |  |                                |       |   |                              |   |       |  
|---------------------------- |  | ------------------------------ | ----- | - | ---------------------------- | - | ----- | -
|                             |  | Six Months Ended June 30, 2006 |       |   | Year Ended December 31, 2005 |  
|                             |  | Unaudited                      |       |   |                              |  
|Balance, beginning of period |  | $                              | 5,126 |   |                              | $ | 4,032 |  
|Provision for loan losses    |  |                                | 560   |   |                              |   | 1,145 |  
|Amounts charged off          |  |                                | (90   | ) |                              |   | (51   | )
|                             |  |                                |       |   |                              |   |       |  
|Balance, end of period       |  | $                              | 5,596 |   |                              | $ | 5,126 |  
|                             |  |                                |       |   |                              |   |       |  

Non-Performing Loans. We also measure and establish reserves for loan impairments on a
loan-by-loan basis using either the present value of expected future cash flows discounted at a loans effective interest rate, or the fair value of the collateral if the loan is collateral-dependent. We exclude smaller, homogeneous loans, such
as consumer installment loans and lines of credit, from our impairment calculations. Also, loans that experience insignificant payment delays or shortfalls are generally not considered impaired. We cease accruing interest, and therefore classify as
nonaccrual, any loan as to which principal or interest has been in default for a period of 90 days or more, or if repayment in full of interest or principal is not expected.

At June 30, 2006 and December 31, 2005, we had $637,000 and $1.3 million, respectively, of fully collateralized loans that were delinquent 90
days or more and which were classified as a nonaccrual and impaired loans. We had no loans delinquent 90 days or more with principal still accruing interest or any restructured loans at June 30, 2006 or December 31, 2005. At June 30,
2006, our average investment in impaired loans, on a year-to-date basis, was $361,000. The interest that we would have earned in the six months ended June 30, 2006, had the impaired loans remained current in accordance with their original terms
was $36,000.

Deposits

Average Balances of and Average Interest Rates Paid on Deposits. Set forth below, in thousands of dollars, are the average amounts (in thousands of dollars) of, and the average rates paid on, deposits for the six months ended
June 30, 2006:



|                                    |  |                               |         |             |      |  
|----------------------------------- |  | ----------------------------- | ------- | ----------- | ---- | -
|                                    |  | Six Months EndedJune 30, 2006 |        
|                                    |  | Unaudited                     |        
|                                    |  | AverageBalance                |         | AverageRate |     
|Noninterest-bearing demand deposits |  | $                             | 186,878 |             |     |  
|Interest-bearing checking accounts  |  |                               | 26,997  |             | 0.61 | %
|Money market and savings deposits   |  |                               | 141,833 |             | 2.59 | %
|Time deposits                       |  |                               | 254,261 |             | 4.29 | %
|                                    |  |                               |         |             |      |  
|Average total deposits              |  | $                             | 609,969 |             | 2.42 | %
|                                    |  |                               |         |             |      |  



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##### Table of Contents

Deposit Totals. Deposits totaled $642 million at June 30, 2006 as compared to $580 million at
December 31, 2005. At June 30, 2006, noninterest-bearing deposits totaled $210 million and represented 33% of total deposits, as compared to $201 million and 35% of total deposits at December 31, 2005. At June 30, 2006,
certificates of deposit in denominations of $100,000 or more totaled $169 million and represented 26% of total deposits, as compared to $136 million and 23% of total deposits at December 31, 2005. Set forth below, in thousands of dollars, is a
maturity schedule of domestic time certificates of deposit outstanding at June 30, 2006:



|                                     |  |                                     |         |                                          |   |        
|------------------------------------ |  | ----------------------------------- | ------- | ---------------------------------------- | - | -------
|                                     |  | At June 30, 2006                   
|                                     |  | Certificatesof DepositUnder$100,000 |         | Certificatesof Depositof $100,000or More
|                                     |  | Unaudited                          
|Maturities                           |  |                                     |         |                                          |   |        
|Three months or less                 |  | $                                   | 18,194  |                                          | $ | 53,732 
|Over three and through twelve months |  |                                     | 47,923  |                                          |   | 83,379 
|Over twelve months                   |  |                                     | 46,556  |                                          |   | 31,431 
|                                     |  |                                     |         |                                          |   |        
|Total certificates of deposit        |  | $                                   | 112,673 |                                          | $ | 168,542
|                                     |  |                                     |         |                                          |   |        

Liquidity

We actively manage our liquidity needs to ensure that sufficient funds are available to meet the ongoing needs of our customers. We project the future sources and uses of funds and maintain sufficient liquid funds for
unanticipated events. Our primary sources of cash include payments on loans, and the sale or maturity of investments and growth in deposits. The primary uses of cash include funding new loans and making advances on existing lines of credit,
purchasing investments, including securities available for sale, funding deposit withdrawals and paying operating expenses. We maintain funds in overnight federal funds and other short-term investments to provide for short-term liquidity needs. We
also have obtained credit lines from the Federal Home Loan Bank and other financial institutions to meet any additional liquidity requirements.

Cash flow Provided by Financing Activities. Cash flow of $27 million was provided by financing activities during the six months ended June 30, 2006, the source of which consisted primarily of net increases of $61 million in
deposits offset by a net decrease of $35 million in net borrowings.

Cash flow From Operating Activities. Cash flow of $3 million
was provided by our continuing operations during the six months ended June 30, 2006.

Cash flow Used in Investing. In the six
months ended June 30, 2006, we used cash flow of $35 million in investing activities, primarily to fund an increase of $59 million in loans, partially offset by $26 million of proceeds from principal payments received on investment securities
available for sale.

Cash flow From Discontinued Operations. Our discontinued securities brokerage business provided $98,000 in the
six months ended June 30, 2006.

Our liquid assets, which included cash and due from banks, federal funds sold, interest earning
deposits with financial institutions and unpledged securities available for sale (excluding Federal Reserve Bank and Federal Home Loan Bank stock) totaled $112 million or 11% of total assets at June 30, 2006.

The relationship between gross loans and total deposits provides a useful measure of our liquidity. Since repayment of loans tends to be less predictable
than the maturity of investments and other liquid resources, the higher the loan-to-deposit ratio the less liquid are our assets. On the other hand, since we realize greater yields and higher interest income on loans than we do on investments, a
lower loan-to-deposit ratio can adversely affect interest income and earnings. As a result, our goal is to achieve a loan-to-deposit ratio that appropriately balances the requirements of liquidity and the need to generate a fair return on assets. At
June 30, 2006, the ratio of loans-to-deposits was 110%, compared to 112% at December 31, 2005. Even though our loans-to-deposits ratio was 110%, the Company maintained adequate liquidity supported by Federal Home Loan Bank advances and
securities sold under repurchase agreements.



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Off Balance Sheet Arrangements

Loan Commitments and Standby Letters of Credit. In order to meet the financing needs of our customers in the normal course of business, we make commitments to extend credit and issue standby commercial letters
of credit to or for our customers. At June 30, 2006 and December 31, 2005, we were committed to fund certain loans amounting to approximately $196 million and $156 million, respectively.

Commitments to extend credit and standby letters of credit generally have fixed expiration dates or other termination clauses and the customer may be
required to pay a fee and meet other conditions in order to draw on those commitments or standby letters of credit. We expect, based on historical experience, that many of the commitments will expire without being drawn upon and, therefore, the
total commitment amounts do not necessarily represent future cash requirements.

To varying degrees, commitments to extend credit involve
elements of credit and interest rate risk for us that are in excess of the amounts recognized in our balance sheets. Our maximum exposure to credit loss in the event of nonperformance by the customers to whom such commitments are made is equal to
the amount of those commitments. As a result, before making such a commitment to a customer, we evaluate the customers creditworthiness using the same underwriting standards that we would apply if we were approving loans to the customer. In
addition, we often require the customer to secure its payment obligations for amounts drawn on such commitments with collateral such as accounts receivable, inventory, property, plant and equipment, income-producing commercial properties,
residential properties and properties under construction. As a consequence, our exposure to credit and interest rate risk on such commitments is not different in character or amount than risks inherent in the outstanding loans in our loan portfolio.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The
credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

We
believe that our cash and cash equivalent resources, together with available borrowings under our credit facilities, will be sufficient to enable us to meet any increases in demand for loans or in the utilization of outstanding loan commitments or
standby letters of credit and any increase in deposit withdrawals that might occur in the foreseeable future.

Contractual Obligations

Borrowings. As of June 30, 2006, we had $75 million of outstanding long-term borrowings and $175 million of outstanding short-term
borrowings that we had obtained from the Federal Home Loan Bank. The table below sets forth the amounts (in thousands of dollars) of, the interest rates we pay on, and the maturity dates of these Federal Home Loan Bank borrowings. These borrowings,
along with the securities sold under agreements to repurchase, have a weighted-average annualized interest rate of 4.33%.



|                       |  |               |  |                    |  |                        |  |               |  |                   
|---------------------- |  | ------------- |  | ------------------ |  | ---------------------- |  | ------------- |  | ------------------
|Principal Amounts      |  | Interest Rate |  | Maturity Dates     |  | Principal Amounts      |  | Interest Rate |  | Maturity Dates    
|(Dollars in thousands) |  |               |  |                    |  | (Dollars in thousands) |  |               |  |                   
|$  3,000               |  | 4.65%         |  | July 5, 2006       |  | $  7,000               |  | 3.18%         |  | November 22, 2006 
|5,000                  |  | 3.78%         |  | July 6, 2006       |  | 5,000                  |  | 2.69%         |  | December 12, 2006 
|7,000                  |  | 3.72%         |  | July 6, 2006       |  | 10,000                 |  | 5.03%         |  | December 14, 2006 
|5,000                  |  | 3.63%         |  | July 10, 2006      |  | 5,000                  |  | 2.67%         |  | December 18, 2006 
|3,000                  |  | 4.67%         |  | July 20, 2006      |  | 10,000                 |  | 5.03%         |  | January 18, 2007  
|5,000                  |  | 4.8%          |  | August 3, 2006     |  | 4,000                  |  | 2.5%          |  | January 22, 2007  
|5,000                  |  | 2.76%         |  | August 9, 2006     |  | 5,000                  |  | 2.57%         |  | February 12, 2007 
|7,000                  |  | 4.19%         |  | August 10, 2006    |  | 5,000                  |  | 3.87%         |  | May 18, 2007      
|5,000                  |  | 4.13%         |  | August 15, 2006    |  | 7,000                  |  | 4.71%         |  | June 20, 2007     
|7,000                  |  | 5.38%         |  | August 18, 2006    |  | 10,000                 |  | 5.28%         |  | July 19, 2007     
|2,000                  |  | 2.94%         |  | August 28, 2006    |  | 3,000                  |  | 3.14%         |  | September 18, 2007
|12,000                 |  | 4.86%         |  | September 7, 2006  |  | 2,000                  |  | 3.06%         |  | September 24, 2007
|11,000                 |  | 4.94%         |  | September 14, 2006 |  | 1,000                  |  | 2.91%         |  | October 1, 2007   
|3,000                  |  | 2.56%         |  | September 18, 2006 |  | 5,000                  |  | 5.24%         |  | May 2, 2008       
|3,000                  |  | 2.49%         |  | September 25, 2006 |  | 10,000                 |  | 5.29%         |  | May 5, 2008       
|5,000                  |  | 2.39%         |  | October 2, 2006    |  | 7,000                  |  | 5.25%         |  | May 19, 2008      
|2,000                  |  | 2.4%          |  | October 2, 2006    |  | 8,000                  |  | 5.28%         |  | June 5, 2008      
|7,000                  |  | 4.83%         |  | October 10, 2006   |  | 10,000                 |  | 5.22%         |  | October 16, 2008  
|5,000                  |  | 4.96%         |  | October 19, 2006   |  | 2,000                  |  | 5.26%         |  | November 5, 2008  
|5,000                  |  | 4.96%         |  | November 9, 2006   |  | 5,000                  |  | 3.45%         |  | February 11, 2009 
|10,000                 |  | 5.04%         |  | November 16, 2006  |  | 12,000                 |  | 5.25%         |  | May 1, 2009       



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At June 30, 2006, U.S. Agency and Mortgage Backed securities, U.S. Government agency securities and
collateralized mortgage obligations with an aggregate fair market value of $218 million and $156 million of residential mortgage and other real estate secured loans were pledged to secure these Federal Home Loan Bank borrowings, repurchase
agreements, local agency deposits, and Treasury, Tax and Loan accounts.

The highest amount of borrowings outstanding at any month end
during the six months ended June 30, 2006 consisted of $274 million of borrowings from the Federal Home Loan Bank and $33 million of overnight borrowings in the form of securities sold under repurchase agreements. During 2005, the highest
amount of borrowings outstanding at any month end consisted of $249 million of advances from the Federal Home Loan Bank and $40 million of overnight borrowings in the form of securities sold under repurchase agreements.

Junior Subordinated Debentures. Pursuant to rulings of the Federal Reserve Board, bank holding companies have been permitted to issue long term
subordinated debt instruments that will, subject to certain conditions, qualify as and, therefore, augment capital for regulatory purposes. Pursuant to those rulings, in 2002, we formed subsidiary grantor trusts to sell and issue to institutional
investors a total of $17 million principal amount of floating junior trust preferred securities (trust preferred securities). We received the net proceeds from the sale of the trust preferred securities in exchange for our issuance to
the grantor trusts, of a total $17 million principal amount of our junior subordinated floating rate debentures (the Debentures), the payment terms of which mirror those of the trust preferred securities. The Debentures also were pledged
by the grantor trusts as security for their payment obligations under the trust preferred securities.

In October 2004, we established
another grantor trust that sold an additional $10 million of trust preferred securities to an institutional investor and, in connection therewith, we sold and issued an additional $10 million principal amount of junior subordinated floating rate
debentures in exchange for the proceeds raised from the sale of those trust preferred securities. The payments that we make of interest and principal on the Debentures are used by the grantor trusts to make the payments that come due to the holders
of the trust preferred securities pursuant to the terms of those securities.

Set forth below, in thousands of dollars, is certain
information regarding the terms of the Debentures that were outstanding as of June 30, 2006:



|                     |  |                  |        |                |                      |                |               
|-------------------- |  | ---------------- | ------ | -------------- | -------------------- | -------------- | --------------
|Original Issue Dates |  | Principal Amount |        | Interest Rates |                      | Maturity Dates
|June 2002            |  | $                | 5,155  |                | LIBOR plus 3.75%(1)  |                | June 2032     
|August 2002          |  |                  | 5,155  |                | LIBOR plus 3.625%(2) |                | August 2032   
|September 2002       |  |                  | 7,217  |                | LIBOR plus 3.40%(1)  |                | September 2032
|October 2004         |  |                  | 10,310 |                | LIBOR plus 2.00%(1)  |                | October 2034  
|                     |  |                  |        |                |                      |                |               
|Total                |  | $                | 27,837 |                |                      |                |               
|                     |  |                  |        |                |                      |                |               

---

|(1) | Interest rate resets quarterly.
|--- | -------------------------------



|(2) | Interest rate resets semi-annually.
|--- | -----------------------------------

These Debentures, which are redeemable at our option, without premium or penalty, beginning five years after their respective original issue dates,
require quarterly or semi-annual interest payments. Subject to certain conditions, we have the right, at our discretion, to defer those interest payments for up to five years. However, we have no plans to exercise this deferral right.

Under the Federal Reserve Board rulings, the borrowings evidenced by the Debentures, which are subordinated to all of our other borrowings that are
outstanding or which we may obtain in the future, are eligible (subject to certain dollar limitations) to qualify, and at June 30, 2006, a total amount of $27.8 million principal amount of those Debentures qualified, as Tier I capital for
regulatory purposes.

Investment Policy and Securities Available for Sale

Our investment policy is designed to provide for our liquidity needs and to generate a favorable return on investments without undue interest rate risk,
credit risk or asset concentrations.

Our investment policy:



| |  |  | authorizes us to invest in obligations issued or fully guaranteed by the United States Government, certain federal agency obligations, time deposits issued by federally insured
depository institutions, municipal securities and in federal funds sold;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | provides that the weighted average maturities of U.S. Government obligations and federal agency securities cannot exceed 10 years and municipal obligations cannot exceed 25 years;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provides that time deposits must be placed with federally insured financial institutions, cannot exceed $100,000 in any one institution and may not have a maturity exceeding 60
months; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prohibits engaging in securities trading activities.
| | - |  | ----------------------------------------------------

Securities available for sale are those that we intend to hold for an indefinite period of time, but which may be sold in response to changes in liquidity needs, changes in interest rates, changes in prepayment risks or other similar
factors. Such securities are recorded at fair value. Any unrealized gains and losses are reported as Other Comprehensive Income (Loss) rather than included in or deducted from earnings.

The following is a summary of the major components of securities available for sale and a comparison of the amortized cost, estimated fair values and
gross unrealized gains and losses, in thousands of dollars, as of June 30, 2006 and December 31, 2005:



|                                             |  |               |         |                     |   |                     |  |                     |       |  |   |        
|-------------------------------------------- |  | ------------- | ------- | ------------------- | - | ------------------- |  | ------------------- | ----- |  | - | -------
|                                             |  | AmortizedCost |         | GrossUnrealizedGain |   | GrossUnrealizedLoss |  | EstimatedFair Value
|                                             |  | Unaudited    
|June 30, 2006                                |  |               |         |                     |   |                     |  |                     |       |  |   |        
|Securities Available For Sale:               |  |               |         |                     |   |                     |  |                     |       |  |   |        
|Mortgage-backed securities                   |  | $             | 208,441 |                     | $ |                    |  | $                   | 8,852 |  | $ | 199,589
|Collateralized mortgage obligations          |  |               | 23,636  |                     |   | 7                   |  |                     | 779   |  |   | 22,864 
|                                             |  |               |         |                     |   |                     |  |                     |       |  |   |        
|Total government and agencies securities     |  |               | 232,077 |                     |   | 7                   |  |                     | 9,631 |  |   | 222,453
|Municipal securities                         |  |               | 11,651  |                     |   |                    |  |                     | 212   |  |   | 11,439 
|Mutual fund                                  |  |               | 1,439   |                     |   |                    |  |                     |      |  |   | 1,439  
|                                             |  |               |         |                     |   |                     |  |                     |       |  |   |        
|Total Securities Available For Sale          |  | $             | 245,167 |                     | $ | 7                   |  | $                   | 9,843 |  | $ | 235,331
|                                             |  |               |         |                     |   |                     |  |                     |       |  |   |        
|December 31, 2005                            |  |               |         |                     |   |                     |  |                     |       |  |   |        
|Securities Available For Sale:               |  |               |         |                     |   |                     |  |                     |       |  |   |        
|U.S. agencies and mortgage-backed securities |  | $             | 233,405 |                     | $ | 10                  |  |                     | 5,621 |  | $ | 227,794
|Collateralized mortgage obligations          |  |               | 25,190  |                     |   |                    |  |                     | 583   |  |   | 24,607 
|                                             |  |               |         |                     |   |                     |  |                     |       |  |   |        
|Total government and agencies securities     |  |               | 258,595 |                     |   | 10                  |  |                     | 6,204 |  |   | 252,401
|Municipal securities                         |  |               | 11,651  |                     |   | 56                  |  |                     | 38    |  |   | 11,669 
|Mutual fund                                  |  |               | 1,486   |                     |   |                    |  |                     |      |  |   | 1,486  
|                                             |  |               |         |                     |   |                     |  |                     |       |  |   |        
|Total Securities Available For Sale          |  | $             | 271,732 |                     | $ | 66                  |  | $                   | 6,242 |  | $ | 265,556
|                                             |  |               |         |                     |   |                     |  |                     |       |  |   |        

At June 30, 2006, U.S. Agencies and Mortgage Backed securities, U.S. Government Agency
securities and collateralized mortgage obligations with an aggregate fair market value of $218 million were pledged to secure Federal Home Loan Bank borrowings, repurchase agreements, local agency deposits and Treasury, Tax and Loan accounts.

The amortized cost and estimated fair value, at June 30, 2006, of securities available for sale are shown, in thousands of dollars,
in the table below by contractual maturities and historical prepayments based on the prior six months of principal payments. Expected maturities will differ from contractual maturities and historical prepayments, particularly with respect to
collateralized mortgage obligations, because borrowers may react to interest rate market conditions differently than the historical prepayment rates.



|                                                    |  |                 |        |   |                               |   |         |                                |  |   |               |   |  |       |        |   |  |   |         |  
|--------------------------------------------------- |  | --------------- | ------ | - | ----------------------------- | - | ------- | ------------------------------ |  | - | ------------- | - |  | ----- | ------ | - |  | - | ------- | -
|                                                    |  | Maturing in     |       
|(Dollars in thousands)                              |  | One yearor less |        |   | Over oneyearthroughfive years |   |         | Over fiveyearsthroughten years |  |   | Over tenyears |   |  | Total |       
|                                                    |  | Unaudited       |       
|Securities available for sale, amortized cost       |  | $               | 44,647 |   |                               | $ | 114,000 |                                |  | $ | 56,515        |   |  | $     | 30,005 |   |  | $ | 245,167 |  
|Securities available for sale, estimated fair value |  |                 | 42,849 |   |                               |   | 109,177 |                                |  |   | 54,178        |   |  |       | 29,127 |   |  |   | 235,331 |  
|Weighted average yield                              |  |                 | 3.97   | % |                               |   | 4.20    | %                              |  |   | 4.43          | % |  |       | 4.55   | % |  |   | 4.25    | %



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##### Table of Contents

The table below shows as of June 30, 2006, the gross unrealized losses and fair values (in thousands
of dollars) of our investments, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.



|                                           |  |                                                     |        |                   |   |            |  |                |         |            |   |                |  |   |         |  |   |      
|------------------------------------------ |  | --------------------------------------------------- | ------ | ----------------- | - | ---------- |  | -------------- | ------- | ---------- | - | -------------- |  | - | ------- |  | - | -----
|                                           |  | Securities With Unrealized Loss as of June 30, 2006
|                                           |  | Less than 12 months                                 |        | 12 months or more |   | Total     
|(Dollars In thousands)                     |  | FairValue                                           |        | UnrealizedLoss    |   | Fair Value |  | UnrealizedLoss |         | Fair Value |   | UnrealizedLoss
|                                           |  | Unaudited                                          
|US agencies and mortgage backed securities |  | $                                                   | 63,071 |                   | $ | 1,861      |  | $              | 136,517 |            | $ | 6,991          |  | $ | 199,588 |  | $ | 8,852
|Collateralized mortgage obligations        |  |                                                     | 6,428  |                   |   | 161        |  |                | 12,891  |            |   | 618            |  |   | 19,319  |  |   | 779  
|Municipal securities                       |  |                                                     | 11,438 |                   |   | 212        |  |                |        |            |   |               |  |   | 11,438  |  |   | 212  
|                                           |  |                                                     |        |                   |   |            |  |                |         |            |   |                |  |   |         |  |   |      
|Total temporarily impaired securities      |  | $                                                   | 80,937 |                   | $ | 2,234      |  | $              | 149,408 |            | $ | 7,609          |  | $ | 230,345 |  | $ | 9,843
|                                           |  |                                                     |        |                   |   |            |  |                |         |            |   |                |  |   |         |  |   |      

We regularly monitor investments for significant declines in fair value. We have determined that
the declines in the fair values of these investments below their amortized costs, as set forth in the table above, are temporary based on the following: (i) those declines are due to interest rate changes and not due to a deterioration in the
creditworthiness of the issuers of those investment securities, and (ii) we have the ability to hold those securities until there is a recovery in their values.

Capital Resources

Capital Regulatory Requirements Applicable to Banking Institutions. Under
federal banking regulations that apply to all United States based bank holding companies and federally insured banks, the Company (on a consolidated basis) and the Bank (on a stand-alone basis) must meet specific capital adequacy requirements that,
for the most part, involve quantitative measures that determine the ratios of their capital to their assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Under those regulations, based primarily
on those quantitative measures each bank holding company and each federally insured bank is determined by its primary federal bank regulatory agency to come within one of the following categories.



| |  |  | well capitalized
| | - |  | ----------------



| |  |  | adequately capitalized
| | - |  | ----------------------



| |  |  | undercapitalized
| | - |  | ----------------



| |  |  | significantly undercapitalized; or
| | - |  | ----------------------------------



| |  |  | critically undercapitalized
| | - |  | ---------------------------

Certain qualitative
assessments also are made by a banking institutions primary federal regulatory agency that could lead the agency to determine that the banking institution should be assigned to a lower capital category than the one indicated by the
quantitative measures used to assess the institutions capital adequacy. At each successive lower capital category, a bank and its bank holding company are subject to greater operating restrictions and increased regulatory supervision by their
federal bank regulatory agencies.



26



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##### Table of Contents

The following table sets forth the amounts of capital and capital ratios of the Company (on a
consolidated basis) and the Bank (on a stand alone basis) at June 30, 2006, as compared to the respective minimum regulatory requirements applicable to them.



|                                        |  |                        |         |       |                          |   |                                           |                                   |        |  |              |        |  |       |        |  |               |  
|--------------------------------------- |  | ---------------------- | ------- | ----- | ------------------------ | - | ----------------------------------------- | --------------------------------- | ------ |  | ------------ | ------ |  | ----- | ------ |  | ------------- | -
|                                        |  |                        |         |       |                          |   | Applicable Federal Regulatory Requirement |                                  
|                                        |  | Actual                 |         |       | Capital AdequacyPurposes |   |                                           | To be Categorized WellCapitalized |       
|                                        |  | Amount                 |         | Ratio |                          |   | Amount                                    |                                   | Ratio  |  |              | Amount |  | Ratio |       
|                                        |  | (Dollars in thousands) |        
|Total Capital to Risk Weighted Assets:  |  |                        |         |       |                          |   |                                           |                                   |        |  |              |        |  |       |        |  |               |  
|Company                                 |  | $                      | 120,130 |       | 15.75                    | % |                                           | $                                 | 61,002 |  | At least 8.0 | %      |  | $     | 76,252 |  | At least 10.0 | %
|Bank                                    |  |                        | 82,975  |       | 11.15                    | % |                                           |                                   | 59,525 |  | At least 8.0 | %      |  |       | 74,406 |  | At least 10.0 | %
|Tier 1 Capital to Risk Weighted Assets: |  |                        |         |       |                          |   |                                           |                                   |        |  |              |        |  |       |        |  |               |  
|Company                                 |  | $                      | 114,534 |       | 15.02                    | % |                                           | $                                 | 30,501 |  | At least 4.0 | %      |  | $     | 45,751 |  | At least 6.0  | %
|Bank                                    |  |                        | 77,047  |       | 10.35                    | % |                                           |                                   | 29,763 |  | At least 4.0 | %      |  |       | 44,644 |  | At least 6.0  | %
|Tier 1 Capital to Average Assets:       |  |                        |         |       |                          |   |                                           |                                   |        |  |              |        |  |       |        |  |               |  
|Company                                 |  | $                      | 114,534 |       | 11.35                    | % |                                           | $                                 | 40,350 |  | At least 4.0 | %      |  | $     | 50,437 |  | At least 5.0  | %
|Bank                                    |  |                        | 77,047  |       | 7.71                     | % |                                           |                                   | 39,992 |  | At least 4.0 | %      |  |       | 49,991 |  | At least 5.0  | %

As of June 30, 2006, based on applicable capital regulations, the Company (on a consolidated
basis) and the Bank (on a stand-alone basis) qualified as well capitalized institutions under the capital adequacy guidelines described above.

Our consolidated total capital and Tier 1 capital of the Company, at June 30, 2006, include an aggregate of $27.8 million of long term indebtedness evidenced by the Junior Subordinated Debentures that we issued in 2002 and 2004 in
connection with the sale of trust preferred securities. We contributed $26 million of the net proceeds from the sale of the trust preferred securities to the Bank, thereby, increasing its total capital and Tier 1 capital.

Dividend Policy and Share Repurchase Program. The Board of Directors intends, during the next twelve months, to analyze the Companys cash
flow requirements in order to determine whether to begin to pay dividends.

In July 2005, our Board of Directors concluded that, at
prevailing market prices, the Companys shares represented an attractive investment opportunity and, therefore, that repurchases of Company shares would be a good use of Company funds. As a result, the Board of Directors approved a share
repurchase program, which authorizes Company to purchase up to two percent (2%) of the Companys outstanding common shares, which are approximately 200,000 shares in total. Purchases may be made in the open market or in private
transactions, in accordance with applicable Securities and Exchange Commission rules, when opportunities become available to purchase shares at prices believed to be attractive. The Company is under no obligation to repurchase shares under the share
repurchase program and the timing, actual number and value of shares that are repurchased by the Company under this program will depend on a number of factors, including the Companys future financial performance and available cash resources,
competing uses for its corporate funds, prevailing market prices of its common stock and the number of shares that become available for sale at prices that the Company believes are attractive, as well as any regulatory requirements applicable to the
Company. To date the Company has not purchased any stock under this program.

Risks That Could Affect Our Future Financial Performance

This Report, including the discussion and analysis of our financial condition and results of operations set forth above, contains certain
forward-looking statements. Forward-looking statements set forth are estimates of, or our expectations, beliefs or views regarding our future financial performance that are based on current information and that are subject to a number of risks and
uncertainties that could cause our actual operating results and financial performance in the future to differ significantly from those expected at the current time. Those risks and uncertainties include, although they are not limited to, the
following:

We face intense competition from other banks and financial institutions that could hurt our business

We conduct our business operations in Southern California, where the banking business is highly competitive and is dominated by a relatively small
number of large multi-state banks with offices operating over wide geographical areas. We also compete with other financial service businesses, mutual fund companies, and securities brokerage and investment banking firms that offer competitive
banking and financial products and services. Increased competition may prevent us from (i) achieving increases, or could even result in a decrease, in our loan volume or deposit accounts or (ii) increasing interest rates on loans or
reducing interest rates we pay to attract or retain deposits, any of which could cause a decline in interest income or an increase in interest expense, that could cause our net interest income and our earnings to decline.



27



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##### Table of Contents

Adverse changes in economic conditions in Southern California could disproportionately harm our
business

The large majority of our customers and the properties securing a large proportion of our loans are located in Southern
California. A worsening of economic conditions in Southern California could harm our business by:



| |  |  | reducing loan demand which, in turn, would lead to reduced net interest margins and net interest income;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | affecting the financial capability of borrowers to meet their loan obligations which could, in turn, result in increases in loan losses and require increases in provisions made for
possible loan losses, thereby reducing our earnings; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | leading to reductions in real property values that, due to our reliance on real property to secure many of our loans, could make it more difficult for us to prevent losses from
being incurred on non-performing loans through the sale of such real properties.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, real estate values in
California have been increasing rapidly in recent years. In the event that these values are not sustained or other events, such as earthquakes or fires, that may be more prevalent in Southern California than other geographic areas, cause a decline
in real estate values, our collateral coverage for our loans will be reduced and we may suffer increased loan losses.

National
economic conditions and changes in Federal Reserve Board monetary policies could affect our operating result.

Our ability to
achieve and sustain our profitability is substantially dependent on our net interest income. Like most banking organizations and other depository institutions, our interest income is affected by a number of factors outside of our control, including
changes in market rates of interest, which in turn are affected by changes in national economic conditions and national monetary policies adopted by the Federal Reserve Board. For example, adverse changes in economic conditions, and increasing rates
of interest as a result of the Federal Reserve Boards monetary policies, could cause prospective borrowers to fail to qualify for our loan products and reduce loan demand, thereby reducing our net interest margins. In addition, such conditions
could adversely affect the financial capability of borrowers to meet their loan obligations, which could result in loan losses and require increases in provisions made for possible loan losses.

Rapid growth could strain our resources and lead to operating problems or inefficiencies

We have grown substantially in the past five years by opening new financial centers. We intend to continue to evaluate the opening of new financial
centers, primarily in Southern California, either by opening new offices or acquiring one or more community banks. The opening of new offices or the acquisition of another bank will result in increased operating expenses until new banking offices or
acquired banking operations attract sufficient business to cover operating expenses, which usually takes at least six to twelve months. There is no assurance, however, as to how long it would take for new financial centers to begin generating
positive cash flow and earnings. Also, we cannot assure that we will be able to adequately manage our growth, which will make substantial demands on the time and attention of management and on our capital resources. The failure to prepare
appropriately and on a timely basis for growth could cause us to experience inefficiencies or failures in our service delivery systems, regulatory problems, and erosion in customer confidence, unexpected expenses or other problems.

We could incur losses on the loans we make

The failure or inability of borrowers to repay their loans is an inherent risk in the banking business. We take a number of measures designed to reduce this risk, including the maintenance of stringent loan
underwriting policies and the establishment of reserves for possible loan losses and the requirement that borrowers provide collateral that we could sell in the event they fail to pay their loans. However, the ability of borrowers to repay their
loans, the adequacy of our reserves and our ability to sell collateral for amounts sufficient to offset loan losses are affected by a number of factors outside of our control, such as changes in economic conditions, increases in market rates of
interest and changes in the condition or value of the collateral securing our loans. As a result, we could incur losses on the loans we make that will hurt our operating results and weaken our financial condition.

Government regulations may impair our operations or restrict our growth

We are subject to extensive supervision and regulation by federal and state bank regulatory agencies. The primary objective of these agencies is to
protect bank depositors and other customers and not shareholders, whose respective interests will often differ. The regulatory agencies have the legal authority to impose restrictions which they believe are needed to protect depositors and customers
of banking institutions, even if such restrictions would adversely affect the ability of the banking institution to expand its business, or result in increases in its costs of doing business or hinder its ability to compete



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with financial services companies that are not regulated or banks or financial service organizations that are less regulated. Additionally, due to the
complex and technical nature of many of the government regulations to which banking organizations are subject, inadvertent violations may occur. In such an event, we would be required to correct or implement measures to prevent a recurrence of such
violations. If more serious violations were to occur, the regulatory agencies could limit our activities or growth, fine us or ultimately put us out of business.

The loss of key personnel could hurt our financial performance

Our success depends to a great
extent on the continued availability of our existing management, in particular on Raymond E. Dellerba, President and Chief Executive Officer. In addition to their skills and experience as bankers, our executive officers provide us with extensive
community ties upon which our competitive strategy is partially based. We do not maintain key-man life insurance on these executives, other than Mr. Dellerba. As a result, the loss of the services of any of these officers could harm our ability
to implement our business strategy.

Other Risks

Other risks that could affect our future financial performance are described in Item 1A , entitled Risk Factors in our Annual Report on
Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and readers are urged to review those risks as well.

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward looking statements, which speak
only as of the date of this Report. We also disclaim any obligation to update forward-looking statements contained in this Report or in our Annual Report on Form 10-K.



|ITEM 3. | MARKET RISK
|------- | -----------

We are exposed to market risk as a
consequence of the normal course of conducting our business activities. The primary market risk to which we are exposed is interest rate risk. Our interest rate risk arises from the instruments, positions and transactions entered into for purposes
other than trading. They include loans, securities, deposit liabilities, and short-term borrowings. Interest rate risk occurs when assets and liabilities reprice at different times as market interest rates change. Interest rate risk is managed
within an overall asset/liability framework for the Company.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to provide reasonable assurance that information required to be disclosed in our reports filed under that Act (the
Exchange Act), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. Our disclosure controls and procedures also are
designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Our management, under the supervision and with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated
the effectiveness of our disclosure controls and procedures in effect as of June 30, 2006. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2006, our disclosure controls and
procedures were effective to provide reasonable assurance that material information, relating to the Company and its consolidated subsidiaries, required to be included in our Exchange Act reports, including this Quarterly Report on Form 10-Q, is
made known to management, including the Chief Executive Officer and Chief Financial Officer, on a timely basis.

There were no changes in
our internal control over financial reporting that occurred during the quarter ended June 30, 2006 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material changes
from the risk factors previously disclosed in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

The Annual Meeting of Shareholders of the Company was held on May 16, 2006. At that Meeting, the shareholders elected the Directors of the Company for a term of one year, ending at the next Annual Meeting of Shareholders to be held in
May 2007.

(1) Directors Elected at the Annual Meeting. Set forth below is the name of each Director that was nominated and elected
at the Annual Meeting and the respective numbers of votes cast for their election and the respective number of votes withheld. As the election was uncontested, there were no broker non-votes.



|                    |  |            |  |         
|------------------- |  | ---------- |  | --------
|                    |  | Votes Cast
|Nominee/Director    |  | For        |  | Withheld
|Raymond E. Dellerba |  | 8,740,479  |  | 234,887 
|George H. Wells     |  | 8,969,166  |  | 6,200   
|Ronald W. Chrislip  |  | 8,969,166  |  | 6,200   
|Julia M. DiGiovanni |  | 8,959,166  |  | 16,200  
|Warren T. Finley    |  | 8,957,016  |  | 18,350  
|John Thomas, M.D.   |  | 8,965,016  |  | 10,350  
|Robert E. Williams  |  | 8,076,947  |  | 898,419 



|ITEM 6. | EXHIBITS
|------- | --------

The following documents are filed
Exhibits to the Quarterly Report on Form 10-Q:



|             |  |                                                                                             
|------------ |  | --------------------------------------------------------------------------------------------
|Exhibits:    |  |                                                                                             
|             | 
|Exhibit 31.1 |  | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|             | 
|Exhibit 32.1 |  | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
|             | 
|Exhibit 32.2 |  | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                     |  |  |  |                            |  |                   |  |                                       
|-------------------- |  |  |  | -------------------------- |  | ----------------- |  | --------------------------------------
|                     |  |  |  | PACIFIC MERCANTILE BANCORP
|                     |  |  | 
|Date: August 8, 2006 |  |  |  | By:                        |  | /s/ NANCY A. GRAY
|                     |  |  |  |                            |  |                   |  | Nancy A. Gray, Chief Financial Officer



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EXHIBIT INDEX



|            |  |                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                      
|            | 
|31.1        |  | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1        |  | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
|            | 
|32.2        |  | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002



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